New LLP Incorporation Procedure wef 2nd October, 2018

Recent Amendments and Process Re-engineering Of LLP Incorporation

Major amendments have been made under the LLP incorporation Rules vide Limited Liability Partnership (Second Amendment) Rules, 2018. The Ministry of corporate Affairs (MCA) vide its Notification dated 18^th September, 2018 introduced a revamped LLP-incorporation procedure which shall come into force from 2^nd October, 2018.

Major highlights of the amended LLP incorporation process includes the introduction of specified LLP-RUN services (similar to RUN service for Company Incorporation) for Reservation of Name for the proposed LLP. Along with LLP-RUN, MCA also introduced Form FiLLiP i.e. Form for Incorporation of LLP. Form FiLLiP is similar to form SPiCe for Company Incorporation.

Among all the amendments under the LLP rules, Following are the major aspect to be considered:

1. RESERVATION OF NAME:

• Form 1 for to be replaced by Web-service LLP-RUN
• For LLP-RUN shall be processed by Registrar at CRC (Central Registration Centre) similar to RUN services for Company Name.
• RUN-LLP application shall be made with 2 proposed names. And shall allow One Resubmission upon initial rejection/objection of LLP Name

2. Incorporation of LLP

• Form 2 for LLP incorporation shall be replaced by Form FiLLiPe. Form for Incorporation of LLP.
• Form FiLLiP shall also include the Reservation of Name Services for LLP alongside the independent LLP-RUN services.
• Form FiLLiP shall also include application of DIN/DPIN in case of any Designated Partner is yet to avail the same. Further up to 2 applications for DIN/DPIN shall be made in Form FiLLiP at a time.
• Total 2 resubmissions are allowed in case of any defect in Form FiLLiP wherein such resubmission shall be made within 15 days of intimation of defect.
• Addendum to Form 2 shall be replaced by Addendum to FiLLiP. It shall be filed in case of if the number of partners/ designated partners exceed the maximum number as allowed in the eForm, or in case details of all the designated partners or partners cannot be provided in form FiLLiP due to the size of the attachments.

3. 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) shall remain same with minor modifications. In the above forms, RUN-LLP SRN to be substituted for Form 1 SRN in relevant field & PAN is allowed to be entered in DSC section.

Other important amendments:

• All Form 1 and Form 2 (along with Form 17/18/Addendum) which are pending processing as on 2^nd October, 2018, shall be marked under Resubmission.
• All forms which have to be resubmitted must be submitted again in the new LLP-RUN or FiLLiP forms only, as may be applicable.
• All names which have been approved and against which Incorporation form is not filed till 2^nd October, 2018, shall be allowed to be used to file form FiLLiP for incorporation.
• All names which have been approved and against which Change of name Form 5 is not filed till 2^nd October, 2018, shall be allowed to be used to file in revised Form 5.

However, there is no further clarification regarding the Filing of LLP Form-3 for LLP Agreement and PAN-TAN registration of the firm. Accordingly, it shall be construed as being unchanged until any further clarification.

It is evident that MCA is introducing such amendments for bring the LLP incorporation in par with the Company Incorporation Procedure and to curb the lags and backdrops which used to arise due to structural variations in the earlier Incorporation procedures.