- ADITI ABROL
- | Corporate Law - Articles
- 14 Jan 2020
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Limited Liability Partnership Incorporation as Per Chapter III of Limited Liability Partnership, Act 2008 And LLP Second Amendment Rules, 2018.
LIMITED LIABILITY PARTNERSHIP
A Limited Liability Partnership is a body corporate formed and incorporated under this Act and is a legal entity separate from that of its partners. It shall have perpetual succession (partners may go, partners may come but the LLP continues to exist).A change in the partners of a LLP shall not affect the existence, rights or liabilities of the Limited Liability Partnership.
LLP is governed by LIMITED LIABILITY PARTNERSHIP ACT, 2008.
Before understanding the process of Incorporation of LLP, we need to understand why it is beneficial to incorporate LLP instead of any other form of Business.
1. Easy Formation: Limited Liability Partnership can be easily formed with minimum 2 partners. Also compliances are few as compared to Company.
2. No Minimum Capital Requirement: Capital may be in Tangible or intangible form.
3. Compulsory Audit is required only when the Contribution exceeds 25 Lakhs or the Annual Turnover exceeds 40 Lakhs.
4. It is easy to wind up LLP as compared to Companies.
There is an exhaustive List of Advantages of LLP but the above mentioned are some crucial advantages being mentioned.
DESIGNATED PARTNER VS PARTNER
“Partner may be a designated Partner but a Designated Partner is always a Partner”
COMPARISON OF PROCEDURE OF LLP
PROCEDURE FOR FORMATION OF LLP
1. APPLY FOR DIGITAL SIGNATURE CERTIFICATE
The First Step for Formation of LLP is that the proposed Designated Partners must have Digital Signature Certificate which will be required for signing various documents. DSC can be made by applying to various Certifying Authorities. Identity Proof, Residential Proof, Email, Mobile No, Video etc are the pre-requisites for applying DSC.
2. FILING OF FORM FiLLiP WITH REGISTRAR OF COMPANIES
Form FiLLiP is filed with the Registrar of Companies .This is an Integrated Form providing Three Services:
a) NAME RESERVATION:
Only One Name can be proposed. If you can take risk and are confident that the name will be surely allotted then you can directly file this Form.
ALTERNATIVE METHOD FOR NAME RESERVATION: The Applicant can apply for Reservation of Name through RUN-LLP .This is a post login service. Two Names can be proposed through RUN-LLP. Please Note DPIN/DSC is not a pre-requisite for Name Reservation through RUN-LLP. If the name is reserved through RUN, the SRN of the same will be prefilled in Form FiLLiP.
b) ALLOTMENT OF DPIN
Maximum of Two DPIN can be allotted through FiLLip.
If more than 2 Designated Partners are required to be admitted and they don’t have DPIN, the same is required to be applied by Filing Form DIR-3. For DIR-3, PAN of proposed Director ,Photo , Mobile No. , Email is mandatory along with residential proof.
c) INCORPORATION OF LLP.
You have to fill the Form FiLLip and File the same with Registrar of Companies of the Jurisdiction in which the registered office of the LLP will be situated. You can find the form at:
http://www.mca.gov.in/MinistryV2/llpformsdownload.html
The Following Details will be mentioned in Form FiLLiP:
- In case LLP name is already approved via RUN-LLP service, select option ‘Yes’ and mention the SRN of such approved form.
- Shall be pre-filled based on the SRN of RUN-LLP entered above. Else need to be entered.
- Complete Registered office Address along with email id of the Proposed LLP
- Select the Registrar of the State in which the proposed LLP is going to be registered.
- Provide Details of the Business Activities proposed to be carried out by the LLP.
- Also provide a valid main division code as per the details of business activities provided
- Enter the number of individual and nominees of bodies corporate as designated partners and partners of the proposed LLP. The number shall be divided in two categories of having or not having valid DIN/DPIN.
- Enter the particulars of the proposed name. In case of name already approved via RUN-LLP, the same gets pre-filled based on the SRN entered.
- Enter the total monetary value of contribution by all the partners/ designated partners of the LLP.
- Select whether addendum to FiLLiP is required to be filed or not
- The following Attachments are required to be attached:
Once the e-form is processed and found complete, an LLP is registered and LLPIN is allocated and Certificate of Incorporation is issued in Form 16.
POST INCORPORATION OF LLP
1. After the LLP has been incorporated and Certificate has been issued, Form 3 – LLP Agreement is to be filed with the Registrar within 30 days of Incorporation.LLP Agreement will contain the following:
- Mutual Right and Duties of Partners
- Restrictions, if any ,on the partners authority
- Management and Administration of LLP
- Indemnity Clause, if any
- Admission/Retirement/Cessation/Expulsion/Resignation of Partner
- Clause Relation to Resolution of disputes
- Duration of LLP, if any
- Any other Matter as may be Agreed between Partners
2. Apply for PAN and TAN of LLP
3. Opening of Bank Account
FREQUENTLY ASKED QUESTIONS
Q 1. Are DPIN/DIN/DSC pre-requisites for Name Reservation through RUN-LLP?
Ans: No.
Q 2. How many Names can be proposed through RUN-LLP?
Ans: 2(Two)
Q 3. How many Names can be proposed through FiLLiP?
Ans: 1(One)
Q 4. How many DPIN can be applied through FiLLiP?
Ans: 2(One)
Q 5. If Post Incorporation Form 3 is not filed, then what is the Additional Fees?
Ans: Rs 100 per day after expiry of 30 days from incorporation.
Q 6. How many re-submissions are allowed in RUN-LLP?
Ans: One
Q 7. Validity of Name Approved through RUN-LLP?
Ans: 3 Months
Note:
1. The same user ID which was used for reserving the name through RUN-LLP has to be used for submitting and uploading FiLLiP.
2. Trademark Search https://ipindiaonline.gov.in/tmrpublicsearch/frmmain.aspx
MCA Check Name http://www.mca.gov.in/mcafoportal/showCheckLLPName.do
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What if we not purchase stamp paper with in 30 days of incorporation and not file form 3 ?
1. can after 30 days we purchase stamp paper ?
2. what if late fee and penalty ?
plz guide me….