CA Nikita Thadani

CA Nikita ThadaniConcisely, to register a LLP anywhere in India, you need to first apply for a Designated Partner Identification Number (DPIN), which can be done by filing eForm for acquiring the DIN or DPIN. You would then need to acquire your Digital Signature Certificate and register the same on the portal. Thereafter, you need to get the LLP name approved by the Ministry. Once the LLP name is approved, you can register the LLP by filing the incorporation form.

Step 1: Application for DIN or DPIN

All designated partners* of the proposed LLP shall obtain “Designated Partner Identification Number (DPIN)”. You need to file eForm DIN-1 in order to obtain DIN or DPIN. In case you already have a DIN (Director Identification Number), the same can be used as a DPIN.

Step 2: Acquire/ Register DSC

All filings done by the LLP(s) are required to be filed with the use of Digital Signatures (electronic signature for secure e-filling) by the person authorised to sign the documents.

Acquire DSC –A – Licensed Certifying Authority (CA) issues the digital signature and Register DSC at the MCA (Ministry of Corporate Affairs) site

Note: We facilitate obtaining DSC by the Licensed Certifying authorities.

To file an eForm or to avail any paid service on LLP portal; you are first required to register yourself as a user in the relevant user category, such as registered and business user.

Step 3: Incorporate a LLP

Apply for the name of the LLP to be registered by filing eForm 1 ( Application for reservation or change of name) for the same. After that depending upon the proposed LLP, file required incorporation eForm 2 (Incorporation document and Subscriber’s statement)

Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved.

Step 4: File LLP Agreement

After incorporation of LLP, an initial LLP agreement is to be filed within 30 days of incorporation of LLP. The user has to file the information in eForm 3 (Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein).

LLP Agreement should be duly stamped as per relevant Stamp Act of the State.

Certificate of Incorporation:  After the Registrar is satisfied that all the formalities with respect to the incorporation has been complied, he will issue a Certificate of Incorporation as to formation of the LLP within maximum of 14 days of filing of eForm-2 and will issue a certificate of incorporation in Form-16.The Certificate of Incorporation issued shall be the conclusive evidence of formation of the LLP.

Additional details:

1. A registration fee is required for registration of the LLP with the ministry of Corporate Affiars (MCA):

Prescribed registration fee as per the slab given in Annexure A of the LLP Rules, 2009, based on the total monetary value of contribution of partners in the proposed LLP shall be paid online.

(a) Limited Liability Partnership whose contribution does not exceed Rs. 1 lakh – Rs. 500/-

(b) Limited Liability Partnership whose contribution exceeds Rs. 1 lakh but does not exceed Rs. 5 lakhs – Rs. 2000/-

(c) Limited Liability Partnership whose contribution exceeds Rs. 5 lakhs but does not exceed Rs. 10 lakhs – Rs.4000/-

(d) Limited Liability Partnership whose contribution exceeds Rs. 10 lakh – Rs. 5000/-

2. It is not necessary to have the LLP Agreement signed at the time of incorporation, as the details of the same needs to filed in eform 3 within 30 days of incorporation but in order to avoid any dispute between the partners as to the terms & conditions of the agreement after the formation of LLP, it is always beneficial to have the LLP Agreement drafted and executed before the incorporation of the LLP.    

Brief summary of Documents required for LLP formation:

  • eForm 1-Name Availability Application
  • eForm 2-Incorporation Document
  • eForm 3- Details of LLP Agreement (This form provides for the necessary information in respect to the LLP Agreement entered into between the partners)
  • eForm 4- Consent of Partners Consent of each partner to become a partner of Limited Liability Partnership along with their address and identity proof to be filed with the Registrar of Companies.

*eForm 3 & 4 are required to filed within 30 days of the incorporation.

  • eForm DIN 1 – Application for allotment of Directors Identification Number.

Note:- All the eforms will be digitally signed by any Designated partner and shall be certified by an advocate/company secretary/chartered accountant/cost accountant in practice engaged in the formation of LLP.      

Conclusion:

The framework of LLP is not restricted to professional services alone. Several business activities can  be undertaken using the LLP structure.

LLP provides a HYBRID FORM OF BUSINESS ORGANISATION to bring the emerging entrepreneurs at par with the international competitors and enable the new entrants to establish business operations in India.

LLP will have more flexibility and lesser compliance requirements (say, in respect of Audit, Internal Control Requirements, Minimum Capital Requirements etc) as compared to a company.

LLP is taxed at the same rate (30%) as that of Companies (Except surcharge) and is also subject to AMT (alternate minimum tax). However, it is still more tax effective and remains a preferable form of business model for startups.

(Author can be reached at  thadani.nikita@gmail.com and on mobile  9990952003)

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