STEP WISE FORMALITIES FOR FORMATION OF A NEW LLP
Persons desirous of forming a Limited Liability Partnership Firm must adhere to the step by step procedure as discussed below:
1. Requirement of Partners:
To form a LLP, there should be Minimum two partners and at least two shall be designated partners having DIPN. In case of body corporate as partners, their nominee can be act as designated partners. Out of two designated partners, one must be resident in India. (Who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year)
2. Designated Partner Identification Number (DIN) & Digital Signature Certificate (DSC):
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.
Note: Copy of PAN card mandatory for all Indian Applicants & Copy of Passport mandatory for foreign national or NRIs. In case of Partner is foreign national or NRIs identity & address proof should be notarized by an Indian Consulate of home country & address proof should not be older more than 1 year from the date of filing of form.
Digital Signature Certificate (DSC) is the digital equivalent (i.e. electronic format) of physical or paper certificates. A digital certificate can be presented electronically to prove your identity, to access information or services on the Internet or to sign certain document digitally. Since, Ministry of Corporate Affairs (MCA) accepts electronic submission of Forms on its portal the DSC is mandatory for all the users.
Documents required for obtaining DSC:
Digital Signature Certificate application form (duly signed by applicant) & all same documents as required in DIN application form
3. Selection of name for the proposed LLP:
The Partners have to provide at least 6 names in the order of their preference/priority. The partners can themselves search for the available names by visiting the MCA website.
After selecting name for the LLP time to file Application of Name Reservation with ROC in e-form 1, the applicant needs to give 6 proposed names in preferences/priority along with their meaning & significance of each word. This form should be digitally signed by the Designated Partner of Firm.
4. Drafting of LLP Agreement for Firm:
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 with in 30 days. If no agreement is framed, provisions of Schedule I of the LLP Act shall be applicable.
5. Stamping, digitally signing and e-filing of various documents with the Registrar:
After name approval following forms to be filed with ROC on the MCA website:
1) Form-2 (Incorporation document & subscriber’s Statement), along with No. of Partners & Personal details thereof, Address Proof of Firm, Copy of Subscriber’s Sheet including consent. This form should be digitally signed by the Designated Partner & Chartered Accountant.
2) Form-2A (Details in respect of designated partners and partners of Limited Liability Partnership), along with Copy of Subscriber’s Sheet including consent. This form should be signed by Designated Partners.
3) Form-3 (Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein). This form should be signed by Designated Partners.
6. Payment of Fees:
After filing of documents online, we need to make payment to ROC fees & Stamp Duty electronically which is based upon the Authorised Capital of the LLP. Please refer to the “Fee Calculator” link on the MCA website for the ROC fees.
Note: Stamp Duty varies as per the “State” in which the LLP is to be registered. Please refer to the “Stamp Duty” link on the MCA website
7. Verification of documents/forms by ROC:
After payment of all stamp duties & ROC fees, ROC scrutinizes all the documents & forms. In case of any objection/queries raised by ROC, resubmission of form may also require.
8. Obtaining Certificate of Incorporation:
Once all the Forms are duly approved by ROC, the digitally signed “Certificate of Incorporation” is emailed to the Designated Partner.
As part of Green Initiative by the MCA, few Certificates including “Certificate of Incorporation” are now issued only in the electronic format i.e. softcopy (having digital signature of ROC). Once the Incorporation Certificate is received, LLP can start its operations.