FEMA Form (II) for LLP Filing Services

Q: What is the deadline for filing Form (II)?

Form (II) must be filed within 60 days from the date of transfer of capital contribution or receipt of consideration, whichever is earlier.

Q: Are pricing guidelines applicable to transfer of LLP contribution?

Yes, transfer from resident to non-resident cannot be below fair value, and non-resident to resident cannot be above fair value.

Q: Does exit of a foreign partner require a separate RBI approval?

Not typically, if reported correctly through Form (II) within automatic route parameters and pricing guidelines.

Q: What happens if Form (II) is not filed for a transfer that has occurred?

The transfer remains unreported on RBI records, potentially complicating future transactions and requiring a compounding application later.

When a foreign partner's capital contribution in an Indian LLP is transferred, disinvested, or the profit-sharing ratio is amended, the transaction must be reported to the RBI through Form Foreign Direct Investment-LLP(II). We prepare and file Form (II) correctly, keeping your LLP's foreign investment records up to date with the RBI.

Transfer of Contribution

Reporting transfer of capital contribution or profit share between a resident and non-resident partner, or between two non-resident partners.

Disinvestment Reporting

Filing Form (II) where a foreign partner exits the LLP and their contribution is disinvested and repatriated.

Profit-Sharing Ratio Changes

Reporting changes in the profit-sharing ratio between resident and non-resident partners arising from a transfer of contribution.

Pricing Guideline Compliance

Ensuring the transfer value complies with FEMA pricing guidelines applicable to transfer of capital contribution between residents and non-residents.

What is FEMA Form (II) for LLPs?

Form (II) is used to report the transfer of capital contribution or profit share in an LLP between a resident and a non-resident, or the disinvestment of a foreign partner's contribution. It performs a role similar to Form FC-TRS for companies, and must be filed with the RBI within 60 days of the transfer, along with the transfer agreement and valuation support where applicable.

Form (II) is typically the follow-on filing after an initial Form (I) filing, and both feed into the LLP's annual FLA Return disclosure.

Who Needs to File Form (II)?

LLPs where a foreign partner is transferring their capital contribution to a resident or another non-resident partner
LLPs where a resident partner is transferring contribution to a non-resident, subject to sector eligibility
LLPs processing exit and disinvestment of a foreign partner along with repatriation of proceeds

Why Choose Us for Form (II) Filing?

We review the transfer structure for pricing guideline compliance before it is executed, prepare the transfer documentation, and file Form (II) within the required timeline through the LLP's authorised dealer bank. This helps avoid disputes later around the validity of the partner change on RBI's records.

If you are searching for "FEMA Form II filing for LLP" or "transfer of LLP capital contribution to NRI," we manage the filing end-to-end alongside the underlying LLP agreement changes.

Frequently Asked Questions

What is the deadline for filing Form (II)?

Form (II) must be filed with the RBI within 60 days from the date of transfer of capital contribution or profit share, or receipt of transfer consideration, whichever is earlier.

Are pricing guidelines applicable to transfer of LLP contribution?

Yes. Transfer of capital contribution from a resident to a non-resident cannot be below fair value, and transfer from a non-resident to a resident cannot be above fair value, determined as per any internationally accepted valuation method.

Does exit of a foreign partner require a separate RBI approval?

A straightforward exit and repatriation, reported correctly through Form (II) with supporting documentation, does not typically require separate approval, provided the transaction is within automatic route parameters and pricing guidelines are met.

What happens if Form (II) is not filed for a transfer that has occurred?

The transfer will remain unreported on RBI's records, which can create complications for future transactions, repatriation, or the LLP's FLA Return, and may need to be regularised later through a compounding application.

Report LLP Partner Transfers Correctly

Timely Form (II) filing for transfer, disinvestment, and profit-share changes involving foreign partners.

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