1. Features of Limited Liability Partnership (LLP)
- It has a separate legal entity just like companies
- The liability of each partner is limited to the contribution made
- The cost of forming an LLP is low
- Less compliance and regulations
- No requirement of minimum capital contribution
The minimum number of partners to incorporate an LLP is 2. There is no upper limit on the maximum number of partners of LLP. Among the partners, there should be minimum 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 LLP Act 2008 and provisions specified in LLP agreement.
If you want to start your business with Limited Liability Partnership, then you must get it registered under Limited liability Partnership Act, 2008.
2. Process of Registration
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.
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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.
Earlier partners had to apply for DPIN (Designated Partner Identification). Now instead of DPIN, every partner who will be appointed as a designated partner has to apply for DIN.
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 must be signed by a Chartered Accountant, Company Secretary, Cost Accountant or Advocate.
Step 3: Reservation of Name
Form 1 is filed for the reservation of name of proposed LLP. 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. You need to provide six names in the order of preference in Form 1.
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.
Step 4: Incorporation of LLP
Form 2 is the application form for the incorporation of the LLP. You must keep in mind following points while filing Form 2.
- All the details in the form must be filled correctly like – total number of partners and designated partners, amount of partner’s contribution, etc.
- You have to pay the prescribed registration fee based on the contribution of partners in the proposed LLP.
- The form must be digitally signed by a person named in the incorporation document as a designated partner having DIN. Also, it has to be digitally signed by an advocate/Company Secretary/Chartered Accountant/Cost Accountant in practice.
- On the submission of the form, if the registrar is satisfied, they will register the proposed LLP.
- It takes 15-20 days for the registration of LLP subject to government processing time and submission of necessary documents.
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.
3. Documents Required to Register 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
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 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.
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.
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 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.
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.
4. Cost Involved in the 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
5. Time Involved In the Registration Process
LLP formation starting from obtaining DSC to Filing Form 3 takes approximately 15 days subject to availability of all the documents.
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