CA Chirag Chauhan
Step wise Registration Process for Limited Liability Partnership (LLP)
Recently most entrepreneurs have started opting for Limited Liability Partnership, considering it has most positive features of Partnership and Companies. It is hybrid form which incorporates benefits of both partnership and companies. It has the following features:
Following is Step wise Registration process for incorporation of Limited Liability Partnership (LLP)
Step 1) 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, everypartner 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.
While filing DIN form ensure following:
Submit the application form online. The system will generate a provisional DIN.
Step 2) Register Digital Signature of Designated Partner
Partner/Designated partner of LLP/proposed LLP, whose signatures are to be affixed on the e-forms has to obtain class 2 or class 3 Digital Signature Certificate (DSC) from any authorized certifying agency. Register Digital Signature of Designated Partner on the website of Ministry of Corporate Affairs. Fill in the registration form. Fields marked * in the form are to be mandatorily filled. Upload digital signature certificate. On successful registration, system will give a message that you have been registered successfully.
Step 3) Filing of Form 1 for Name Availability
Free name search facility (of existing companies / LLPs) is available on MCA portal. The system will provide the list of similar/closely resembling names of existing companies/LLPs based on the search criteria filled up. Download and fill Form-1 for reservation of name and fill in the details. Select name of the proposed LLP (upto 6 choices can be indicated). State the significance of the key or coined word in the proposed name in brief
Enter the details of the applicant. Select whether applicant is an ‘Individual as partner’ or ‘Nominee of a body corporate’. Enter DIN of the applicant. DIN should be an approved DIN. On clicking the Pre-Fill button, system will automatically display the name, present residential address, phone, mobile, fax and e-mail ID of the applicant. Any partner or designated partner in the proposed LLP may submit Form-1.
In case the Designated Partner is nominee of a body corporate, select the type of body corporate. Enter the corporate identity number (CIN) or foreign company registration number (FCRN) or Limited Liability Partnership Identification number (LLPIN) or Foreign Limited Liability Partnership Identification number (FLLPIN) or any other identification number, as applicable.
Details of minimum two designated partners of the proposed LLP, one of them must be a resident of India, is required to be filled in the application for reservation of name. Only individuals or nominees on behalf of the bodies corporate as partners can act as designated partners.
Ensure that correct details have been provided as the same shall be automatically pre-filled in Form 2 for incorporation of LLP. Append digital signatures and submit the e-form. Pay the necessary fee of Rs 200/- by credit card (master/visa).
Once the name is reserved by the Registrar, log on to the portal and fill up Form-2
Step 4) Filing of Form 2 for Incorporation and Subscription Document
Mention Total Number of Partners and Designated Partners. Fill up details of same. Enter the amount of proposed monetary value of partner’s contribution in figures and system will automatically display the amount in words. Attach details in respect of names of partners/ nominees/ witnesses and their signatures in the format as Subscribers’ sheet attachment. Attach proof of register office address of LLP. An individual has to give prior consent to become a designated partner and LLP to file consent in format prescribed. Select the state and office of registrar in which registered office of the proposed LLP is to be situated.
In case the name includes banking, insurance, venture capital, mutual fund, stock exchange, Chartered Accountant, Company Secretary, Cost Accountant, Advocate, CA, CS, CWA, asset management, non banking financial, architect, merchant bankers, chit fund, securitization and reconstruction etc, a copy of the in-principle approval of the regulatory authority or council governing concerned profession should be attached with Form 2
Pay the prescribed registration fee as per LLP Rules, based on the total monetary value of contribution of partners in the proposed LLP
On submission of complete documents the Registrar after satisfying himself about compliance with relevant provisions of the LLP Act will register the LLP and will issue a certificate of incorporation
Step 5) 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.
The following clauses are important to be incorporated in agreement:
Step 6) Filing of Form 3 – LLP Agreement
The LLP agreement has to be uploaded. Once it gets approved all the formalities for registration gets completed.
For any query you can write to Chirag@cachauhan.in . Before making any decisions do consult your Professional / tax advisor. Author do not take any responsibility for misrepresentation or interpretation of act or rules. Neither the author nor the firm accepts any liability neither for the loss or damage of any kind arising out of information in this document nor for any action taken in reliance there on.