Limited Liability Partnership is a hybrid form of Business organization containing features of two different forms of business i.e. Partnership firm and Company. Due to simple and fewer compliances now new entrepreneurs are choosing the LLP form of business. LLPs are covered under the definition of Body Corporate and is a Separate Legal Entity as per Section 2(11)of the Companies Act 2013.
- LLPs are administered by Limited Liability Partnership Act, 2008 (As Amended) read with Limited liability Partnership Rules (As Amended), Companies Act 2013 read with rule
- Regulatory Authorities : Registrar of Companies, Ministry of Corporate Affairs
- The very first LLP was incorporated on the 2nd day of April of 2009.
- The basic structure of LLP includes at least 2 individuals as its Designated Partners out of at least one shall be resident in India.
- The Indian Partnership Act, 1932 shall not be applicable to LLP’s.
- At least one Partner/ Designated Partner shall be Resident in India.
INCORPORATION OF LLP
On 18th September 2018, Ministry of Corporate Affairs notified Limited Liability Partnership (Second Amendment) Rules, 2018 . these Rules came into force w.e.f 2nd day of October 2018. Majorly this amendment impacts the procedure of Incorporation of LLP under Companies Act 2013.
PROCESS OF INCORPORATION OF LLP UNDER NEW STRUCTURE
- Application for DIN/ DPIN
For Incorporating Indian LLP, Having DIN or DPIN is mandatory. Designated Partner Identification Number or Director Identification Number can be acquired by filing e-form DIR-3 which is required to be certified by a professional.
NOTE: up to 2 DIN/ DPIN can be allotted with the application of Incorporation.
- Acquire & Register DSC on MCA21 Portal
After acquiring DIN/ DPIN next step is to acquire Digital Signature from a licensed Certifying Authority.
After acquiring DSC, Associate the same on MCA21 Portal.
New User Registration on MCA21 Portal
To use any locked services on MCA portal, user is required to create MCA user ID under the heading “My Workplace”
Incorporation of LLP
1. Reservation of Name: There are two ways for reservation of name for LLP. one is through RUN-LLP i.e. Reserve Unique Name- Limited Liability Partnership, and other ways is to reserve the name along with the application of Incorporation in the form FiLLiP (Form for Incorporation of Limited Liability Partnership)
Note: For the purpose of Reservation of name, Central Registration Centre (CRC) has been established under section 396 (1) & (2) of Companies Act 2013 by Central Government of India.
Filing of Application for Incorporation of LLP
1. Preparation of Documents
a. In Case of Rented Registered Office
i. Utility Bill
ii. NOC from the Owner
iii. Rent agreement
b. Subscriber sheet
c. Details of LLP/ Company where the Partner/ Designated Partner is a Partner/ Director
2. File FiLLiP with ROC
a. Services offered in FiLLiP
i. Reservation of Name
ii. Application for DIN / DPIN (Upto 2)
iii. Intimation of
1. Registered Office
2. Designated Partners
3. Contribution
iv. Incorporation of LLP
3. Attachments with FiLLiP
a. Proof of address of registered office of LLP
b. Copy of Resolution to become a member (in case of Body Corporate)
c. Subscribers sheet including consent of subscribers
d. Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner
e. Approval of the owner of the trademark or the applicant of such application for registration of Trademark;
f. Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from the central government
g. Copy of approval from the competent authority in case of
h. Collaboration and connection with the foreign country or place
i. Proof of identity and address of Applicant I
j. Proof of identity and address of Applicant II
k. Copy of Board Resolution of the existing company or consent of existing LLP as proof of no objection
l. Optional attachment(s) – if any
Post-Incorporation Compliances for LLP
1. After acquiring Certificate of Incorporation LLP is required to File Form 3 for filing LLP Agreement with MCA.
NOTE: Every LLP Agreement must be stamped and notarized. There is no fixed rate of stamp duty, the rate of stamp duty differs from state to state.
2. Acquiring PAN: Required to be obtained immediately on having Incorporation as it is required for opening Bank Account.
3. Opening of Bank Account: Current Account is required to be opened and maintained for carrying out transactions.
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