The concept of the Limited Liability Partnership (LLP) was introduced in India in 2008. An LLP has the characteristics of both the partnership firm and company. The Limited liability Partnership Act, 2008 regulates the LLP in India. Minimum two partners are required to incorporate an LLP. However, there is no upper limit on the maximum number of partners of an LLP.
Among the partners, there should be a minimum of two designated partners who shall be individuals, and at least one of them should be resident in India. The rights and duties of designated partners are governed by the LLP agreement. They are directly responsible for the compliance of all the provisions of the LLP Act, 2008 and provisions specified in the LLP agreement.
Incorporation of LLP
Step 1: Obtain Digital Signature Certificate (DSC)
Before initiating the process of registration, you must apply for the digital signature of the designated partners of the proposed LLP. This is because all the documents for LLP are filed online and are required to be digitally signed. So, the designated partner must obtain their digital signature certificates from government recognized certifying agencies.
Here is a list of such certified agencies. The cost of obtaining DSC varies depending upon the certifying agency. Also, you should obtain class 3 category of DSC.
Step 2: Apply for Director Identification Number (DIN)
You have to apply for the DIN of all the designated partners or those intending to be designated partner of the proposed LLP. The application for allotment of DIN has to be made in Form DIR-3.
You have to attach the scanned copy of documents (usually Aadhaar and PAN) to the form. The form shall be signed by a Company Secretary in full- time employment of the company or by the Managing Director/Director/CEO/CFO of the existing company in which the applicant shall be appointed as a director.
Step 3: Name Approval
LLP-RUN (Limited Liability Partnership-Reserve Unique Name) is filed for the reservation of the name of the proposed LLP which shall be processed by the Central Registration Centre under Non-STP. But before quoting the name in the form, it is recommended that you use the free name search facility on MCA portal.
The system will provide the list of closely resembling names of existing companies/LLPs based on the search criteria filled up. This will help you in choosing names not similar to already existing names. The registrar will approve the name only if the name is not undesirable in the opinion of the Central Government and does not resemble any existing partnership firm or an LLP or a body corporate or a trademark.
The form RUN-LLP has to be accompanied by fees as per Annexure ‘A’ which may be either approved/rejected by the registrar. A re-submission of the form shall be allowed to be made within 15 days for rectifying the defects. There is a provision to provide for 2 proposed names of the LLP.
Step 4: Incorporation of LLP
- The form used for incorporation is FiLLiP (Form for incorporation of Limited Liability Partnership) which shall be filed with the Registrar who has jurisdiction over the state in which the registered office of the LLP is situated. The form will be an integrated form.
- Fees as per Annexure ‘A’ shall be paid.
- This form also provides for applying for allotment of DPIN, if an individual who is to be appointed as a designated partner does not have a DPIN or DIN.
- The application for allotment shall be allowed to be made by two individuals only.
- The application for reservation may be made through FiLLiP too.
- If the name that is applied for is approved, then this approved and reserved name shall be filled as the proposed name of the LLP
Step 5: File Limited Liability Partnership (LLP) Agreement
LLP agreement governs the mutual rights and duties amongst the partners and also between the LLP and its partners.
- LLP agreement must be filed in form 3 online on MCA Portal.
- Form 3 for the LLP agreement has to be filed within 30 days of the date of incorporation.
- The LLP Agreement has to be printed on Stamp Paper. The value of Stamp Paper is different for every state.
Documents Required for LLP Registration
- Documents of Partners
- PAN Card/ ID Proof of Partners: All the partners are required to provide their PAN at the time of registering LLP. PAN card acts as a primary ID proof.
- Address Proof of Partners: Partner can submit any one document out of Voter’s ID, Passport, Driver’s license or Aadhar Card. Name and other details as per address proof and PAN card should be exactly the same. If the spelling of own name or father’s name or date of birth is different in address proof and PAN card, it should be corrected before submitting to RoC.
- Residence Proof of Partners: Latest bank statement, telephone bill, mobile bill, electricity bill or gas bill should be submitted as residence proof. Such bill or statement shouldn’t be more than 2-3 months old and must contain the name of partner as mentioned in PAN card.
- Photograph: Partners should also provide their passport size photograph, preferably on white background.
- Passport (in case of Foreign Nationals/ NRIs): For becoming a partner in Indian LLP, foreign nationals and NRIs have to submit their passport compulsorily. Passport has to be notarized or apostilled by the relevant authorities in the country of such foreign nationals and NRI, else Indian Embassy situated in that country can also sign the documents.
Foreign nationals or NRIs have to submit proof of address also which will be a driving license, bank statement, residence card or any government-issued identity proof containing the address.
If the documents are in other than the English language, a notarized or apostilled translation copy will be also be attached.
- Documents of LLP
Proof of Registered Office Address: Proof of registered office has to be submitted during registration or within 30 days of its incorporation.
- If the registered office is taken on rent, a rent agreement and a no-objection certificate from the landlord has to be submitted. No objection certificate will be the consent of the landlord to allow the LLP to use the place as a ‘registered office’.
- Besides, any one document out of utility bills like gas, electricity, or telephone bill must be submitted. The bill should contain the complete address of the premise and owner’s name and the document shouldn’t be older than 2 months.
Digital Signature Certificate: One of the designated partners needs to opt for a digital signature certificate also since all documents and applications will be digitally signed by the authorized signatory
Checklist for LLP Registration
- Minimum of two partners.
- DSC for all designated partners.
- DPIN for all designated partners.
- Name of the LLP, which is not similar to any existing LLP or trademark.
- Capital contribution by the partners of the LLP.
- LLP Agreement between the partners.
- Proof of registered office of the LLP.
Effects of Registration of LLP
On registration, a limited liability partnership shall, by its name, be capable of–
- Suing and being sued.
- acquiring, owning, holding and developing or disposing of property, whether movable or immovable, tangible or intangible.
- having a common seal, if it decides to have one.
- Doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
The section 58 of the LLP act provides that notwithstanding anything contained in any other law. The law is for the time being in force of LLP effect. The registration date is described in the registration certificate cases. The LLP name is described in the certificate of registration is registered under this act.
The intangible properties are conferred in the firm or the company. The case has interests, privileges, rights, liabilities, obligations relating to the company. The case may be undertaking the whole company or the firm. The LLP act has without further assurance is transferred in confer. The firm or the company shall be assumed and it to be appeared. In this case it is removed from the records of the registrar companies.
Registrar may refuse to register
The LLP act shall be constructed as to require the registrar to register any LLP act. Under the provision of LLP act the particulars or other information is enhanced. If he is not satisfied in this LLP act. The registrar in the case of refusal of registration is made before the Tribunal. The LLP rules provide in the event of the registrar has refused the registration. It may apply within sixty days of refusal to the tribunal of such statement.
The LLP act which is converted a registration number of the company and name. The registration of LLP has registered within 15 days of the date of the registration. The limited liability partnership has been a refusal of an element is considered. The registration of an LLP should provide in this act has been enhanced by the registrar. This has been informed the concerned registrar of firms or the registrar of companies. The registration in Chennai of the conversion is specified in the company shall convert into an LLP. It was registered under the companies act 1956.