Steps to form a LLP

Nitin Khosla 
on 09 May 2019


 STEPS TO INCORPORATE LLP

Forms to be submitted for the formation of LLP





Form name

Form purpose

RUN - LLP (Reserve Unique Name-Limited Liability Partnership

Form for reserving a name for the LLP

FiLLiP

Form for incorporation of LLP

Form 5

Notice for change of name

Form 17

Application and statement for the conversion of a firm into LLP

Form 18

Application and Statement for conversion of a private company/unlisted public company into LLP


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.

Step 2: Obtain Designated Identification Number (DIN)

Every individual intending to be appointed as designated partner of a limited liability partnership has to make an application for allotment of Director Identification Number. MCA has vide its notification amended the limited liability partnership rules, 2009. Now instead of DPIN, every partner who will be appointed as designated partner , will need to apply for DIN and not DPIN. There is a fixed fee of Rs 100 for this eForm and it can only be paid through online mode (credit card/ internet banking). There shall be no requirement for physical submission of the documents at the DIN cell. All the necessary documents shall need to be scanned and attached in the eForm and submitted online. 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

  1. 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.
  2. Fees as per Annexure ‘A’ shall be paid.
  3. 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.
  4. The application for allotment shall be allowed to be made by two individuals only.
  5. The application for reservation may be made through FiLLiP too.
  6. 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 4: Drafting of LLP Agreement

  • LLP agreement has to be drafted line with LLP Act.
  •  It is not mandatory to file LLP agreement at the time of registration and same can be file within 30 days. Designated partners are responsible for doing all acts, matters and things that are required to be done for complying with the provisions of the LLP act.
  • They are liable to all penalties imposed on the LLP. So it is very important to draft LLP agreement with professional help.

Step 5: Filing of Form 3 - LLP Agreement

The LLP agreement has to be uploaded. Once it gets approved all the formalities for registration gets completed.

Documents required to register as LLP

Here is a list of documents required for registration:

I. Documents of Partners:

  1. PAN Card/ ID Proof of the Partners
  2. Address Proof of the partners
  3. Residence Proof of Partners
  4. Photograph
  5. Passport (in case of Foreign Nationals/ NRIs)

II. Documents of LLP:

  1. Proof of Registered Office Address
  2. Digital Signature Certificate

III. 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 Aadhaar 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 translation copy will be also be attached.

IV. 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, 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.

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.

The author can also be reached at Vinayak.charu@gmail.com


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