Harish, Priyam and Priyesh are three advertising professionals specialized in the field of creating short advertisement films for various Fast…
CA Intermediate · Corporate and Other Laws · PYQS · September 2025
Harish, Priyam and Priyesh are three advertising professionals specialized in the field of creating short advertisement films for various Fast Moving Consumer Goods (FMCG) companies. They have been engaged in their businesses separately as sole-proprietors, but have now decided to join hands and form a Limited Liability Partnership. On 10.04.2024, the e-Form RUNLLP is filed thereby to reserve the name of the LLP as HPP & Associates LLP which has been approved by the Registrar along with e-Form. The e-form FiLLiP has also been filed containing details of partners and their consent. Meanwhile even after incorporation as HPP & Associates LLP on 30.04.2024 the LLP could not finalize the LLP agreement as Harish and Priyam have agreed to contribute - 1.15 crore to the LLP whereas Priyesh has desired and insisted to monetize his future services for one year to the LLP as his capital contribution, which has been opposed by the other two partners as beyond law. However, a consensus was drawn between the above three and a common consensus LLP agreement was submitted on 20.05.2024. The LLP has further planned to induct Srijan Cooperative Society as one of its partners. Considering the provisions of the Limited Liability Partnership Act, 2008, answer the following: (i) Whether the Registrar would accept the LLP agreement so submitted after 20 days of incorporation as in compliance with law? (ii) Whether the opposition of the desire of Priyesh on matter and form of his capital contribution, correct? (iii) Whether Srijan Cooperative Society can be inducted as a partner in the LLP?
Suggested Answer and Working Notes:
(i) As per section 23 of the Limited Liability Partnership Act (LLP), 2008, the LLP agreement shall be in writing and filed with the Registrar in such form and manner as may be prescribed. As per Rule 21 of the LLP Rules, 2009, every limited liability partnership shall file information with regard to the limited liability partnership agreement in Form 3 with the Registrar within thirty days of the date of incorporation. Proviso to the above rule also specifies that changes, if any, made therein shall be filed with the Registrar within thirty days of such change. In terms of the above provisions, the Registrar will accept the LLP agreement which has been submitted after 20 days of incorporation in compliance with law. (ii) According to section 32 (1) of the Limited Liability Partnership Act, 2008, a contribution of a partner of the LLP may consist of tangible, movable or immovable or intangible property or other benefit to the limited liability partnership, including money, promissory notes, other agreements to contribute cash or property, and contracts for services performed or to be performed. Thus, Priyesh's plea for contributing his future services for one year to the LLP as his capital contribution is tenable and therefore the other partners are not correct in opposing to Mr. Priyesh for the same. (iii) According to section 5 of the Limited Liability Partnership Act, 2008, any individual or body corporate may be a partner in a LLP. The definition of body corporate as given under the LLP Act, 2008, does not include a co-operative society registered under any law for the time being in force. Hence, Srijan Cooperative Society cannot be inducted as a partner in LLP.
Topics: The Limited Liability Partnership Act, 2008
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