How to Register Limited Liability Partnership LLP in India
September 18, 2019
Limited Liability Partnership (LLP) is an advanced form to traditional form of normal partnership having liability of partners of LLP limited to the extent to capital contributed by partners in LLP. The major benefit to incorporate an LLP is to have Limited Liability in its operations .
Often seen in bad time of business the personal assets of the partners come into stake and partners have to repay all debts even by selling personal assets. The major way to get it out is to get the benefit of Limited Liability where at the time of winding up of LLP all the assets of LLP is sold and all the liabilities of LLP are paid and afterwards if nothing left or full liabilities are not paid as par law than partners of LLP need not to pay the balance from their personal assets. Other benefit of LLP is it also body corporate and is a separate Legal Entity, Partners comes in and goes but LLP will always remain in existence.
Process of Registration as LLP
Step 1: Obtain DSC
Step 2: Apply for DIN
Step 3: Name Approval
Step 4: Incorporation of LLP
Step 5: File LLP Agreement
Steps to form a limited liability partnership
Step 1: 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 either class 2 or class 3 category of DSC . If you go for Limited Liability Partnership company registration with Startup Solicitors LLP, up to 2 DINs are covered in the plan & there is no need to apply for DIN separately.
Step 2: 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: Reservation of Name
LLP-RUN(Limited Liability Partnership-Reserve Unique Name) is filed for the reservation of name of 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 with 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 a 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 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 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 to register as LLP
Here is a list of documents required for registration:
Documents of Partners:
- PAN Card/ ID Proof of the Partners
- Address Proof of the partners
- Residence Proof of Partners
- Passport (in case of Foreign Nationals/ NRIs)
Documents of LLP:
- Proof of Registered Office Address
- Digital Signature Certificate
A. Documents of Partners
1. 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.
2. Address Proof of Partners – Partner can submit anyone 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 same. If 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.
3. Residence Proof of Partners – Latest bank statement, telephone bill, mobile bill, electricity bill or gas bill should be submitted as a 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.
4. Photograph – Partners should also provide their passport size photograph, preferably on white background.
5. 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 a 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.
B. Documents of LLP
1. 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, 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 ‘registered office’.
Besides, anyone document out of utility bills like gas, electricity, or telephone bill must be submitted. The bill should contain complete address of the premise and owner’s name and the document shouldn’t be older than 2 months.
2. 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.
Cost Involved in Registration Process
Below is the government fees for filing forms:
|Step 1 – DSC||Around Rs. 1500-2000 for 2 partners(varies depending on the agency)|
|Step 2 – DIN||Rs. 1000 for 2 partners|
|Step 3 – Name Reservation||Rs. 200|
|Step 4 – Incorporation||Depends on capital contribution.Contribution up to Rs. 1 lakhs – Rs. 500,
Contribution between Rs. 1 and 5 lakhs – Rs. 2000
|Step 5 – LLP Agreement||Depends on capital contribution.Contribution up to Rs 1 lakhs – Rs 50 for filing Form 3
and stamp duty based on the state where LLP is formed
Time Involved In Registration Process
LLP formation starting from obtaining DSC to Filing Form 3 takes approximately 15 days subject to availability of all the documents.