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Audit of Limited Liability Partnership (LLP)

## Audit of Limited Liability Partnership (LLP)

### Governing Law

Limited Liability Partnership Act, 2008

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### Basic Structure

  • Minimum 2 partners required to form an LLP.
  • At least 2 Designated Partners are mandatory — each must obtain a DPIN (Designated Partner Identification Number).

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### Small LLP — Definition

An LLP qualifies as a Small LLP if both conditions are met:

ParameterThreshold
ContributionDoes not exceed ₹25 lakh (or higher amount up to ₹5 crore, as prescribed)
TurnoverDoes not exceed ₹40 lakh (per Statement of Accounts and Solvency for immediately preceding FY; or higher amount up to ₹50 crore, as prescribed)

Classification as a Small LLP may affect audit requirements and compliance obligations.

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### Obligation to Maintain Books of Accounts

Every LLP must maintain annual accounts that reflect a true and fair view of its state of affairs.

Books of accounts must contain:

1. Particulars of all sums of money received and expended by the LLP and the matters in respect of which receipt and expenditure takes place

2. (Additional requirements include records of assets, liabilities, and other prescribed particulars)

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### Key Audit Considerations

1. Familiarise with the LLP Agreement — it governs profit sharing, contributions, and operational authority (analogous to the partnership deed).

2. Verify designation of Designated Partners and their DPINs.

3. Confirm the LLP is maintaining books as required and that the Statement of Accounts and Solvency has been filed with the Registrar.

4. Check whether the LLP qualifies as a Small LLP — this affects certain compliance requirements.

5. Unlike companies, LLPs have different audit triggering thresholds — verify whether the specific LLP is required to have an audit at all.

Worked example

### Example 1

An LLP has a contribution of ₹18 lakh and turnover of ₹35 lakh. Both are below the Small LLP thresholds (₹25L contribution, ₹40L turnover). It qualifies as a Small LLP. The auditor should determine the specific compliance relaxations available to Small LLPs before planning the audit.

### Example 2

An LLP's Statement of Accounts and Solvency shows a turnover of ₹120 crore for the preceding year, far exceeding the Small LLP threshold. The auditor verifies that two Designated Partners are named in the LLP agreement, checks their DPINs against the MCA portal, and confirms books of accounts are maintained in the prescribed format.

⚠️ Common exam mistakes

  • Applying Companies Act concepts directly to LLPs — LLPs are governed by the LLP Act 2008, which has distinct provisions.
  • Treating the LLP Agreement the same as a company's Articles of Association — the LLP Agreement is closer to a partnership deed and governs internal operations differently.
  • Overlooking the Small LLP classification test — contribution AND turnover must both be checked, not just one.
  • Failing to verify DPINs of Designated Partners — their designation is a legal requirement and audit evidence should confirm it.
Reference: — Limited Liability Partnership Act, 2008
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