LLP-Incorporation related forms- Re-engineering

Ministry of corporate affairs, after the initiative of ease of doing business (EODB), reforms through:-

♣ SPICe ( Simplified Performa for incorporating company electronically)

♣ RUN ( Reserve Unique Name)

For starting new business, has now introduced another major reform by way of process reengineering of incorporation of Limited Liability Partnership on a big scale.

1. LLP ( Second Amendment) Rules, 2018

The Limited Liability Partnership ( Second Amendment Rules), 2018 containing the revised rules and incorporation related eForm layout have been notified on 18^th September 2018, which would come into effect from 02 October 2018. The said amendment rules contain the changes as below.

(a) Introduction of web service titled – RUNLLP ( Reserve Unique Name- Limited Liability Partnership)

Note: Earlier Form 1 was used for Application for reservation or change of name).

(b) Introduction of New Integrated form FiLLiP (Form for Incorporation of Limited Liability Partnership), Which combines three services

♦ Name Reservation.

♦ Allotment of Designated Partner Identification number. (DPIN/DIN)

♦ Incorporation of the LLP.

Note:- Earlier form 2 was used for incorporation document and subscribers statement.

2. Change in the processing of e-forms

The application form submitted through Web Service/eforms, RUN-LLP, Form-17, Form-18 and Form-5 would be processed at a Centralized Registration Centre for and on behalf of Jurisdictional Registrar.

Note:- Centralized Registration process is likely to bring down processing time to D+1 day.

It will definitely enhance the growth of business in our country.

3. RUN-LLP ( Reserve Unique Name – Limited Liability Partnership)

(i) RUN-LLP would be a simple and easy to use web service for reserving a name for a new LLP or for change of name of any existing LLP with only 4 relevant fields.

Note:- Earlier Form 1, with 15 fields (4 pages) was used for reservation of name / change of name of LLP.

(ii) This is post Login service. New users are required to create a Login Account first before using the service.

Note: Existing users would need to Login into their account using their credentials.

(iii) RUN-LLP , service contains following simple fields apart from radio button for choosing new service or resubmission.

(a) New Incorporation/ Conversion:-User has to select whether name reservation is for New Incorporation/ Conversion of firm into LLP / Conversion of Private Company / Unlisted Company into LLP.

(b) LLPIN/CIN:- User shall enter LLPIN in case of name reservation for change of existing name of LLP.

♦ CIN shall be entered in case of conversion of Private Company / Unlisted Public Company into LLP.

Note: LLPIN ( Limited Liability Partnership Identification Number)

CIN ( Corporate Identification Number)

(c) User may enter two proposed names for reservation.

(d) User need to mention the objects of the proposed LLP and other relevant comments.

4. Form for Incorporation of Limited Liability Partnership ( FiLLiP)

(i) New Field whether name is already approved by Registrar of companies is introduced to accommodate names approved through RUN-LLP and reservation of name through FiLLip.

(ii) New field 2(a) ‘ Type of incorporation’ inserted to enable users to prefill/enter type of incorporation.

Note: The user needs to enter whether it is New Incorporation / conversion of firm into LLP/ Conversion of private company/ unlisted company into LLP.

(iii) New Field introduced to enable the user to enter the number of designated partners/ partners in tabular form.

(iv) Each category of partner/ designated partner is divided into two types.

One having DIN/DPIN.

Other not having DIN/DPIN

Note: Non individual partner/ designated partner are not included in above category.

(v) In case of Body Corporate Designated partners/ Body Corporate Partners, count needs to be entered in the column for ‘not having DIN/DPIN.

(vi) In case of Body Corporate Designated partner, details of having DIN/DPIN shall also be provided for the ‘Nominee of Bodies Corporate Designated partners.

(vii) In case individual designated partner/ nominee of Body Corporate designated partners is not having DIN/DPIN , all the relevant details pertaining to DIN/DPIN allotment shall be entered in the relevant section.

(viii) Maximum of two DINs/DPINs can be allocated through FiLLiP.

(ix) In case FiLLiP is getting filed for name reservation, user need to enter ‘proposed name’ and other relevant details of name reservation.

Note: Only one name is allowed.

(x) Relevant attachments pertaining to the name reservation/DIN allotment through FiLLiP got included in the form.

(xi) In case none of the Designated Partners have DIN/DPIN, the form can now be signed by providing PAN details of the Designated Partner.

(5). Changes done in other form fields

(i) Relevant form layout and validation changes to accommodate RUN-LLP SRN in Form 17, Form 18, Form 2A and Form 5.

(ii) Form 5 shall npw be processed under Non-STP mode.

(6). Precautions to be taken users/ Professionals for successful submission of RUN-LLP/ FiLLip

(i) Same user Login ID submitting and uploading FiLLiP which was used for reserving name through RUN-LLP.

(ii) Name already approved in Form 1 can be used while incorporating an LLP through FiLLiP.

(iii) Ensure to attach the No Objection Certificate/ Central Government approval wherever necessary as per LLP rules,2009.

(iv) In case of conversion of Company into LLP, ensure that the proposed LLP name is same as the company name.