FEMA Form (II) for LLP
When a partner's stake moves between a resident and a non-resident, the price has a floor or a ceiling depending on which way it moves.
Form FDI-LLP(II) reports the transfer or disinvestment of capital contribution or profit share in an Indian LLP between a person resident in India and a person resident outside India, and is filed on the FIRMS portal within 60 days of receipt of the funds. The pricing guidelines apply directionally: a resident buying from a non-resident cannot pay more than fair value, and a non-resident buying from a resident cannot pay less.
What our Form (II) service covers
Eligibility, pricing and a compliant filing.
- Confirming the transfer is permitted for the LLP's sector
- Applying the pricing guidelines to the direction of the transfer
- Obtaining the valuation certificate from an eligible professional
- Preparing the transfer documents and LLP agreement amendment
- Filing Form FDI-LLP(II) on the FIRMS portal within 60 days
- Late Submission Fee computation where filing is delayed
What the filing turns on
Direction of the transfer decides almost everything.
Direction of transfer
Resident to non-resident, or non-resident to resident — each attracts a different pricing constraint.
Fair value
A valuation certificate from a chartered accountant, cost accountant or approved valuer, on which the floor or ceiling is based.
Transfer documents
The transfer agreement, consents of continuing partners and the amended LLP agreement recording the change.
FIRMS filing
Form FDI-LLP(II) filed by the LLP within 60 days of receipt of the consideration.
Our process
From agreement to acknowledged filing.
Transfer review
Confirming that the transfer is permitted and identifying which pricing constraint applies.
Valuation
Obtaining the certificate that establishes the fair value for the transfer.
Execution
Transfer documents, partner consents and amendment of the LLP agreement.
Filing
Form FDI-LLP(II) filed on FIRMS within 60 days and tracked to acknowledgement.
Where transfers go wrong
What sets our approach apart.
Price is constrained in one direction only
The ceiling applies when a resident acquires from a non-resident and the floor when a non-resident acquires from a resident; applying the wrong one invalidates the pricing.
The LLP files, not the parties
Partners often assume the buyer or seller reports; the reporting obligation sits with the Indian LLP, which is why it gets missed.
Form 3 and Form 4 are separate
The FEMA filing does not replace the MCA filings recording a change in partners and contribution; both sets are required.
FEMA Form (II) for LLP questions answered
What people ask before engaging us.
A partner exiting or coming in?
We will fix the pricing position and the filing route before the consideration is paid.
