In this Editorial the author shall deliberate the Provisions of LLP Act, 2008 as on 02nd October, 2018 in respect of Incorporation of Limited Liability Partnership (Including all the Notifications, Circulars). Author shall discuss followings (i) Provisions of the Act (ii) Step Wise Process of Incorporation of LLP (iii) FAQ's on Incorporation of LLP.
This Editorial includes the 'RUN' 'FiLLiP'.
• For Section 11 Limited Liability Partnership Act, 2008
• Limited Liability Partnership (Second Amendment0 Rules, 2018.
INCORPORATION OF LLP
Moving from the LLP Rules, 2009 to the LLP (Second Amendment) Rules, 2018 is like shifting from your old house to a new one. All the provisions in relation to Incorporation of LLP become changed with Amendment Rules, 2018.
Process of Incorporation
STEP - I: Apply for Name Approval:
A. Login on MCA Website
Applicant have to login into their account on MCA Website. (Pro-existing users can use earlier account or new users have to create a new account.)
After Login use have to click on the icon 'RUN' in MCA Service. An online form shall be open. Applicants have to fill the information online. (This form can't be download)
Note* since 02nd October, 2018 e-form LLP-1 has been omitted from the LLP Act, 2008.
B. Details required to be mentioned in online form:
(i) Entity type LLP
(ii) LLPIN (LLPIN and it has to be entered only when an existing company wishes to change its name and is using RUN to reserve a new name)
(iii) Proposed name (Auto Check Facility)
(iv) Comment (Mention Objects of the proposed LLP and any other relevant information Like Trade Mark etc.)
(v) Choose File (Any attachment)
C. Choose File:
This option is available to upload the PDF documents. If applicant want to attach any file, can be upload at this option.
D. Submission of Form on MCA Website:
After completion of above steps user shall submit the Form with MCA website.
E. Payment of Fees:
There is no option of pay later challan in RUN. Applicant has to pay fees immediately after submission of form. After payment challan shall be generated.
F. Validity of Reserved Name:
Reserved name shall be valid for 20 days from the date of approval of Name.
QUICK QUESTION - RUN
i. Whether DIN or DSC required for filing of Run form?
DSC & DIN not required for filing of RUN form for reservation of Name. Only account of MCA portal is mandatory.
ii. How many resubmission options are allowed in RUN?
Only one Resubmission of application is allowed in case of reservation of Name.
iii. What shall be the validity of the Name after approval?
Reserved name shall be valid for 20 days in case of allotment of name for New LLP.
iv. How many name can be apply through this form?
Two Name can be mentioned in RUN form.
v. What shall be the government fees for RUN?
As per Register office Fees Rules, Fees shall be Rs. 1,000/-
vi. Is it mandatory to attach documents while reserving name?
No. It is mandatory to attach relevant documents and No Objection Certificates(NOCs) only when a name which requires the approval of a Sectoral Regulator or NoC etc.
Please note that only one file is allowed to be uploaded as an attachment and the size of the file should not exceed 6MB. In case of multiple attachments, please scan all documents into a single file not exceeding 6MB in size, and then upload the same.
vii. Whether there is any requirement to mention details of Designated Partner in the RUN?
No, there is no need to mention the name or number of proposed Designated Partner in RUN.
NOTE: * Approval of Name through 'RUN' is an optional way. LLP can also Directly apply for the Name in FiLLip form.
STEP - II: Preparation of Documents for Incorporation of LLP:
After approval of name or for Incorporation of LLP applicant have to prepare the following below mentioned Documents;
• Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts);
• NOC from the owner of the property.
• Copy of the utility bills (not older than two months)
• Subscriber Sheet including Consent.
• In case of Designated Partner does not have a DIN, it is mandatory to attach: Proof of identity and residential address of the subscribers
• All the Designated Partners should have Digital Signature.
• Detail of LLP(s) and/ or company(s) in which partner/designated partner is a director/ partner
• Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;
STEP - III: Fill the Information in Form: [FiLLiP]
Once all the above mentioned documents/ information are available. Applicant has to fill the information in the e-form 'FiLLiP'.
Features of FiLLiP form:
• Person can apply the Name also in this form.
• Applying for PAN / TAN will be compulsory for all fresh incorporation applications filed in the new version of the SPICe form.
Single Window Form:
Earlier if a Person wants to incorporate LLP then it has to apply for the DIN, Approval of the Name Avaibility, Separate form for Registered office address, etc. But this form is a single window for Incorporation of LLP.
This form can be used for the following purposes:
• Application of DIN
• Application for Avaibility of Name
• No need to file separate form for address of registered office
QUICK QUESTION - SPICE
viii. Whether LLP Agreement shall be file in FiLLiP or required to file Separate LLP-3?
In case of Incorporation of LLP even through FiLLiP, it is required to file e-form LLP-3 along with attachment of LLP Agreement within 30 days of Incorporation of LLP.
ix. How many Name can be apply through FiLLiP Form?
Single (1) Name can apply through FiLLiP form. In case after filing of e-form, due to non Avaibility of name form came for resubmission. In such case applicant have to propose new name and have to alter the name on all the attachment of the Form.
STEP - IV: Submission of FiLLiP on MCA:
Once FiLLiP form ready with the applicant, upload form on MCA website and make the payment of the same.
STEP - V: Certificate of Incorporation:
Incorporation certificate shall be generating by LLPIN.
STEP - VI: Preparation of LLP Agreement:
After Incorporation of LLP. Partners have to execute the LLP Agreement. LLP Agreement shall execute on Stamp Paper. (Amount of Stamp Paper 1% of Capital of LLP). LLP Agreement shall be file in e-form LLP-3.
CAUTION TO BE TAKEN BY PROFESSIONALS:
1. Obtain engagement letter from Partners: - As per certification in e-form FiLLiP, a professional declares that he has been engaged for the purpose of certification. Therefore it is advisable to obtain an engagement letter.
2. Ensure all attachments are clear enough to read: - As per certification in e-form FiLLiP, a professional declares that all attachments are completely and legibly attached.