\n

Practicing
\nCompany Secretaries allowed to become designated \/ active partner of a Limited
\nLiability Partnership<\/strong><\/p>\n

 February 10, 2015<\/p>\n<\/p>\n

 <\/p>\n

Dear Professional
\nColleagues,<\/p>\n<\/p>\n

 <\/p>\n

The
\nCouncil at its 227^{th<\/sup> Meeting held at New Delhi on
\nJanuary 18, 2015 while approving the formation of LLPs by PCS granted general
\npermission to the members in practice to:<\/p>\n}

 <\/p>\n

(a)         
\nbecome designated \/ active partner of a
\nlimited liability partnership (LLP) the objects of which include carrying out
\nattestation services which fall within the scope of the profession of Company
\nSecretaries irrespective of whether or not the practising member holds
\nsubstantial interest in that LLP; <\/p>\n

 <\/p>\n

(b)       
\nbecome passive partner of LLP which is
\nengaged in any other business or occupation provided that the practising member
\ndoes not hold substantial interest in that LLP. <\/p>\n

 <\/p>\n

For the purposes of
\nthe above resolution:<\/p>\n

 <\/p>\n

(i)           
\n\u201cAttestation Services\u201d<\/strong> include
\nSecretarial Audit and Certification of Annual Return in terms of the provisions
\nof the Companies Act, 2013. <\/p>\n

 <\/p>\n

(ii)         
\nNon-attestation Services\u201d <\/strong>means services which
\nare not attestation services. <\/strong><\/p>\n

(iii)        
\nA
\n\u201cpassive partner\u201d<\/strong> means a partner of LLP who fulfils the following
\nconditions: <\/p>\n

(a)         
\nhe
\nmust not be a designated partner; <\/p>\n

 <\/p>\n

(b)         
\nsubject to the LLP agreement, he may make
\nagreed contribution to the capital of LLP and receive share in the profits of
\nthe LLP; and <\/p>\n

 <\/p>\n

(c)         
\nhe must not take part in the management of
\nthe LLP nor act as an agent of the LLP or of any partner of the LLP; <\/p>\n

 <\/p>\n

However,
\nnone of the following activities shall constitute taking part in the management
\nof the LLP:<\/p>\n

 <\/p>\n

(1)         
\nEnforcing his rights under the LLP agreement
\n(unless those rights are carrying out management function). <\/p>\n

 <\/p>\n

(2)         
\nCalling, requesting, attending or
\nparticipating in a meeting of the partners of the LLP. <\/p>\n

 <\/p>\n

(3)         
\nApproving
\nor disapproving an amendment to the partnership agreement. <\/p>\n

(4)         
\nReviewing and approving the accounts of the
\nLLP; <\/p>\n<\/div>\n

<\/p>\n

<\/a> <\/p>\n

(5)         
\nVoting on, or otherwise signifying approval
\nor disapproval of any transaction or proposed transaction of the LLP including
\n– <\/p>\n

 <\/p>\n

(a)         
\nthe
\ndissolution and winding up of the LLP; <\/p>\n

 <\/p>\n

(b)         
\nthe purchase, sale, exchange, lease, pledge,
\nmortgage, hypothecation, creation of a security interest, or other dealing in
\nany asset by or of the LLP; <\/p>\n

 <\/p>\n

(c)         
\na
\nchange in the nature of the activities of the LLP; <\/p>\n

(d)         
\nthe
\nadmission or removal of a partner of the LLP; <\/p>\n

 <\/p>\n

(e)         
\ntransactions in which one or more partners
\nhave an actual or potential conflict of interest with one or more partners or
\nthe LLP; <\/p>\n

 <\/p>\n

(f)          
\nany
\namendment to the LLP agreement; <\/p>\n

 <\/p>\n

(iv)       a
\nmember shall be deemed to have a \u201csubstantial interest\u201d<\/strong> in an LLP if he
\nis entitled at any time to not less than 25% of the profits of such LLP. <\/p>\n

 <\/p>\n

 <\/p>\n

Regards,<\/p>\n

Sd\/-<\/p>\n

 <\/p>\n

CS Atul H. Mehta<\/p>\n

President<\/p>\n","protected":false},"excerpt":{"rendered":"

 February 10, 2015 Dear Professional Colleagues, The Council at its 227th Meeting held at New Delhi on January 18, 2015 while approving the formation of LLPs by PCS granted general permission to the members in practice to: (a)          become designated \/ active partner of a limited liability partnership (LLP) the objects of which include carrying … Read more<\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_uag_custom_page_level_css":"","_mi_skip_tracking":false,"_monsterinsights_sitenote_active":false,"_monsterinsights_sitenote_note":"","_monsterinsights_sitenote_category":0,"footnotes":""},"categories":[11],"tags":[314],"class_list":["post-747","post","type-post","status-publish","format-standard","hentry","category-miscellaneous","tag-company-secretarie"],"yoast_head":"\n