Limited Liability Partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. In Pakistan the concept of Limited Liability Partnership was introduced in 2017. Limited Liability Partnership Act, 2017 was promulgate in 2017 and later on rules regulations were formulated for LLP registration in Pakistan. Limited Liability Partnership Regulations, 2018 defines the rules about different matters relating to LLP for example registration procedure, name of LLP, partners, conversion in private company etc.
Under traditional partnership law, i.e. Partnership Act 1932, the liability of each partner is considered as unlimited. Every provincial government is designated to register partnership firms in the province, for this purpose a Registrar of Firm is appointed in each district. Contrarily a partnership deemed to be existed even if it is not registered by a registrar of firm.
In the following pars we have described the process of registration of Limited Liability of Partnership in Pakistan
1. Name Selection
First select a unique name for your LLP , it should not have resemblance with any existing private company or LLP . Please remember LLP shall be added in the name of LLP . If your firm name is UVWXYZ then the full name shall be “UVWXYZ LLP”.
2. User registration
User ID or User account is created for each and every partner of the LLP on SECP e-Portal. The user ID is necessary for LLP registration, filing forms after registration and other many purposes
3. Availability of Name
The first step in LLP Registration in Pakistan is to make an application to the registrar for the availability of name. The application may be filed both in online and offline mode
Subject to section 6, the following words and combinations thereof shall not be used in the name of a limited liability partnership in English or any of the languages depicting the same meaning,-
a. Federal Government, Provincial Government, Name depicting association with any foreign government, Name suggesting association with any political personality, Commission, Authority, Register/ Registered, Co-operative, Bureau, Division, Department, Undertaking, Municipal, Union, Republic, Nation, President, Governor, Prime Minister, Chief Minister, Minister, Cabinet, Senate, National Assembly, Provincial Assembly, Parliament/ Parliamentary, Statute/ Statutory, Court/ Judiciary/ Judge, Jury, Administrator.
b. Names of International bodies and abbreviations thereof including, but not limited to, United Nations, South Asian Association for Regional Cooperation, Organization of Islamic Conference, World Bank, International Finance Corporation, Asian Development Bank, Islamic Development Bank, International Monetary Fund, Red Cross, Red Crescent:
4. Required Documents :
a. Partnership deed, duly executed by the partners, witnessed and notarized;
b. copies of National Identity Card (NIC) of the partners and of designated partners and in case of physical application, of witness to the documents and in case of foreigner, a copy of passport;
c. original bank challan evidencing the payment of fee
d. Any other information and document as required by the registrar.
5. Filing of Form
This is the most important step of Limited Liability Partnership Registration, a detailed form is filed. The form consists of personal details of partners (name, father name, profession, address etc.), registered office of proposed, telephone number, email for communication, cell number, address of the firm etc.
6. Consent of Partners
Each partner in LLP is required to communicate SECP that he /she is joining the firm at his free will. Written consent of each partners is required to be submitted with SECP on the prescribed form at the time of registration.
7. Deposit of Fee
After completion of documents next step is payment of fee create a challan of prescribed fee, challan can be paid in any designated branches of UBL and MCB.
In case of online process submit documents and sign form User ID of all Partners. in case of manual registration process
Each LLP must have at least “One Designated Partner” who is mainly responsible for various administrative matters , e.g. accountancy , H.R and tax matters, on behalf of the partnership.
Section 10 of the Limited Liability Act lays down the following about designated partner
Every limited liability partnership shall have at least one designated partner who
Conversion in Private Limited Company
The application for conversion from private limited company to a LLP shall be filed as per LLP Form-VI [Part II] in terms of requirements as specified in the third Schedule of the Act subject to payment of fee as per Fee Schedule of these regulations. The registrar on being satisfied with the application, shall register the LLP and issue a Certificate of Incorporation a
Tax Implications of LLP
Tax rate , withholding tax rules and partners taxation applicable to LLP are same those which relate to AOP.