LLP vs Company: Key Differences Explained

Introduction

The initiation of a business venture is a landmark event, and one of the first decisions that a founder must make is choosing an apt business structure. In India, the two common choices of structure that are preferred are the Company and the LLP (Limited Liability Partnership), each of which offers legal protection and adds credibility to the business. While they share many similarities, the consequences are quite different regarding procedure, compliance, taxation, and flexibility. Understanding the salient features, advantages, and legal implications of each will help in making the right choice. In this blog, we will talk about what a company is and what an LLP is, and the comparison between the LLP and the private limited company for your guidance.

What Is a Company and How Does It Work?

A company is recognized as a legal entity bearing industrial or commercial activities undertaken by individuals or groups. In India, the company is governed by the Companies Act, 2013, and is accepted as a separate legal entity in the eyes of law, i.e., it can hold property in its name, incur liabilities, enter into contracts, sue, and be sued in its name, irrespective of those members from whom the company originated. So one may generally say that a company is an organization with a legal identity separate from the individuals setting it up. Limited liability means shareholders are only liable up to the amount of their unpaid share capital; their personal assets cannot be seized to satisfy business debts. Another important feature is perpetual succession; a company may suffer changes in its shareholders or directors, but it continues to exist until it is properly dissolved. The facility to transfer shares in a company makes it more attractive to investors and owners who may wish to exit or bring in a new shareholder. There are companies involved at various levels, like private limited, public limited, and one-person companies, each of which has a different packaging for their business needs and regulatory structures. Further, the advantages of a company structure would be, for example, raising better funding through bank loans or equity investments, increased focus and credibility with customers and suppliers, an organized and straightforward system of management, and the capacity for growth and expansion. A structured environment also makes it easier to attract professional talent who are looking for career growth. Hence, a company definitely becomes a rock-solid structure for any business wishing for long-term growth, recognition, and operational efficiency.

Read more: About the Company and its types

What Is an LLP, and How Does It Work?

LLP Full Form: Limited Liability Partnership

An LLP, or Limited Liability Partnership, is a new-age business structure where LLPs have the flexibility of organizing a traditional partnership but with the advantage of being recognized as a legal entity under the LLP Act, 2008. Introduced in India through the LLP Act, 2008, it proposes a very balanced structure suitable for most small and medium enterprises. If you still want to know what LLP means, simply put, it is a cooperative type of partnership where each partner enjoys limited liability- they are responsible only to the extent of their contributions and not for the business debts themselves. Unlike a partnership, an LLP is a separate legal entity and under its name can contract with others, buy/sell property, sue, or be sued.

There is no minimum capital requirement for registering an LLP, which makes it attractive to startups and professionals. (Private limited companies also do not require minimum paid-up capital since the 2015 amendment.) It presents a flexible structure where internal management can be accordingly determined on a mutual agreement among partners.

The greatest benefit of LLP as compared to a company is low-cost compliance, making it less cumbersome and cheaper to carry on. LLPs are taxed at a flat rate of 30% on their profits, and the profit share received by partners is exempt in their hands. While this avoids double taxation of dividends, companies may benefit from lower corporate tax rates under specific provisions, so LLPs are not always more tax-efficient.

What Is the LLP Act, 2008?

An Act called the LLP Act, 2008, is an enactment promulgated by the Union Government whereby legal recognition and regulation were to be given to LLPs. In case you are just wondering what is LLP Act is, or more exactly, what is LLP Act 2008 is, it is an enactment governing the formation, working, and dissolution of LLPs throughout India. The act was introduced to allow for a simpler and more flexible business structure, especially for startups, professionals, and small enterprises, who would like the benefits of limited liability but cannot bear the cumbersome compliance requirements associated with companies.

The LLP Act formally lays down the legal identity of an LLP and operations concerning registration, rights and duties of partners, sharing of profits, and settlements of disputes. It permits both natural persons and corporate entities to become partners, thereby ensuring diverse participation. It also provides for perpetual succession, i.e., an LLP can continue to exist even if there is a change in the partners.

On the compliance front are the maintenance of books of accounts and records at the principal place of business and filing of annual returns and statement of accounts by the LLP, as required under the Act. This ensures financial transparency without much regulatory interference. Furthermore, internal governance issues are now settled by stating that all mutual rights and duties of the partners are governed by the LLP agreement. By creating a separate legal identity apart from its partners and affording limited liability protection, the promoter of the LLP Act, 2008, wants to promote entrepreneurship and innovation by removing barriers to entry and creating a formal yet flexible business environment for professionals and small business owners of India.

LLP vs Company: Key Differences You Should Know

While setting up a business in India, the foremost thing to decide is the structure. Popularly, two formats are chosen for this purpose: Limited Liability Partnership (LLP) and the Private Limited Company. They provide limited liability protection as well as a separate legal status. But the nature of their laws, the ease of working with them, and their ability to attract funds vary widely. Here is a comparison of the key differences between an LLP and a company to aid in your decision-making process.

How to Register an LLP?

The following are steps to LLP registration in India to ensure legal compliance and acceptance into the commercial world.

Step 1: Obtain a Digital Signature Certificate (DSC)

Every designated partner would require a DSC to digitally sign documents and forms online. It is the very first important step in the registration of an LLP.

Step 2: Designated Partner Identification Number (DPIN) Application

Each partner needs to apply for a Designated Partner Identification Number (DPIN) by providing the necessary details to the Ministry of Corporate Affairs (MCA). It is unique for every individual who wishes to act as a designated partner.

Step 3: Reservation of LLP Name

Using the MCA portal, get into the RUN-LLP (Reserve Unique Name – LLP) service to apply for the reservation of a unique name for LLP. The proposed name should conform to the naming guidelines and must not be the one already in use.

Step 4: File for Incorporation of an LLP

On name approval being given, Form FiLLiP must be filed with the Registrar, attaching acceptable support documents—proof of identity, proof of address, and particulars of partners.

Step 5: Drafting and Filing of the LLP Agreement

Draft the LLP Agreement in which they will spell out the obligations, rights, and profit-sharing ratios of the partners. This agreement must be deposited in Form 3 within 30 days from the date of incorporation.

Step 6: Application for PAN and TAN

Post registration, an LLP shall be compelled to apply for and obtain a Permanent Account Number (PAN) as well as a Tax Deduction Account Number (TAN) from the Income Tax Department.

Documents Required:

• Identity and address proof of all the partners
• Proof of the registered office address
• Passport-sized photographs

In India, LLP registration is generally more flexible and less expensive than registering a private limited company, thus making it a better choice for small-scale business activity.

Choosing Between LLP and Company: Which Is Right for You?

The choice between an LLP and a company mostly depends on your business objectives, size, and funding requirements. The LLP is best suitable for two professionals, consultants, or freelancers having an operational requirement for flexibility with fewer regulatory obligations.

LLP structure is particularly appealing because of lower compliance costs; for example, LLPs do not have to conduct board meetings or maintain rigorous corporate governance. They are suitable for firms not seeking venture capital and wanting a straightforward approach to management.

On the contrary, a Private Limited Company is best suited for businesses looking to grow, raise funds, and undertake long-term expansion. On the other hand, the formal nature of a company provides for multiple shareholders, easy transfer of ownership, and good standing in the eyes of prospective investors and regulatory entities. Ergo, companies working in regulated sectors such as finance, technology, and healthcare would require the assurance of investors and legal redress.

For example, if you are ever starting a boutique consulting company with two or three partners, if you aim to scale quickly with short-term speed-to-market considerations, an LLP may be a smart and cost-effective option. However, being a tech start-up and with seed or venture funding in mind, one would rather set up a PVT LTD company for better support when the equity is handed over to the promoters and to meet investor requirements. In short, LLPs are attractive because of cost and flexibility, and companies are attractive because of scalability, investment, and a formal governance setup.

LLP Registration India: Common Mistakes to Avoid

Starting a Limited Liability Partnership (LLP) in India can go very smoothly and fast if done right. However, a lot of entrepreneurs make mistakes that are completely avoidable and will cause delays in the registration process or compliance issues later down the road. Here is a list of common errors to avoid during the LLP registration process in India:

Not securing DSCs for all partners

Before initiating the LLP registration process in India, a Digital Signature Certificate must be procured by each partner supposed to be a partner in the LLP. A lot of applicants tend to postpone this important step or skip it altogether, thereby causing an unnecessary delay.

Choosing a Name Without Checking for Availability

Usually, the selection of an LLP name that has been previously registered or that is too similar to an existing one leads to rejection. It is hence always better to check the name availability using the RUN-LLP service before moving ahead.

Overlooking the Importance of an LLP Agreement

The LLP Agreement is a vital document that elaborates on the rights, responsibilities, profit sharing, and dispute resolution mechanisms. Submitting a vague and ambiguous agreement can lead to penalties and litigation issues. Another cause could be the failure to submit the said agreement to the Registrar within 30 days after the LLP is incorporated.

Wrong or Incomplete Documents Submission

A very common mistake during LLP registration in India is submitting documents with mismatched or missing information. All details regarding proof of address, identity, and proof of address for the office must be clear and consistent, and properly attested.

Misunderstanding Compliance Requirements

LLPs in general enjoy an easier compliance regime than companies, but they are by no means free from holding obligations. A common misconception is that LLPs do not require annual filing or audits. In fact, every LLP must file Form 8 and Form 11 annually, and those with turnover above ₹40 lakh or contribution above ₹25 lakh must also get their accounts audited.

Not Applying for PAN and TAN

Some entrepreneurs forget to apply for PAN and TAN after incorporation, which delays tax registrations and consequent business operations. These PANs and TANs must be acquired on a priority basis so as to be able to conduct business under the Income Tax law.

Not Taking Professional Guidance

DIY registration can cause severe and expensive errors to creep in. Consulting a legal or business advisor would lead to all being done correctly, including all documents, forms, and filings, thereby saving time and effort as well as any future legal hurdles.

Conclusion

Choosing between an LLP and a Company is made within the context of one’s business vision and operational requirements. An LLP would be an option for anybody needing flexibility, minimal compliance, and low formation costs-the best choice for professionals and small-scale businesses. On the other hand, if weighing toward rapid growth, wanting to attract investors, and establishing a strong corporate presence, then the Company formation should be the answer for them.

Each structure has its pros and cons, so a critical appreciation of one’s long-term goals, funding needs, and compliance capacity comes into play. To ensure leading to a smooth takeoff, consulting an expert is advisable, whether it be legal or financial, to help you make the right choice for the venture.