Process for LLP (Limited Liability Partnership) Incorporation

What is LLP?

LLP is defined under LLP Act -2008 (Limited Liability Partnership Act-2008) which means partnership formed and registered under this Act and is a legal entity separate from that of its partners.

In simple words when two or more persons associated for carrying on a lawful business with a view to profit incorporate limited Liability Partnership & any change in the partners of a Limited Liability Partnership shall not affect the existence, rights or liabilities of the Limited Liability Partnership.

Process for Incorporation of LLP.

1. Name reservation through RUN-LLP (Reserve Unique Name LLP).

• The first process for incorporation of an LLP is reservation of name of the proposed LLP.
• There are two ways of reserving the name.
• File an application under RUN- LLP in which two proposed name are provided to Registrar & if Registrar is satisfied register the proposed name & issue name approval letter.
• The name can also be proposed in the incorporation form i.e. e-form FiLLiP.

2. Incorporate LLP:

• The Second process is to file e-form FiLLiP for incorporating LLP.

A. The following details is filled in e-form FiLLip:-

• Address of the Registered office of the LLP to be situated.
• Business activity to be carried out by the LLP.
• Description of main division of industrial activity as per NIC-2004.
• The Details of the Partners & Designated Partners.
• Monetary value contribution by the partner/ Designated Partners.

B. Mandatory documents required in e-form FiLLip: –

• Consent of partners.
• Address & Identity Proof of the Partners/ Designated Partners.
• In case of partners are body corporate, certified true copy of board resolution passed by such body corporate partners.
• Proof of address of registered office of LLP (Utility Bill Not older than 02 months, Conveyance Deed/ Lease Deed & NOC from the owner of the Property).
• Subscribers’ sheet including consent.
• Detail of LLP and/ or company(s) in which partner/ designated partner is a partner or Director.

If Registrar is satisfied & thinks fit that each and every thing is as per prescribed format and law, then will register the LLP and will issue COI (Certificate of incorporation).

3. The Third Process is filling of Form-3 with the registrar of Companies.

As the COI is issued by the registrar then within 30 days the applicant has to file LLP Agreement with the registrar in e-form 03.

FAQ on LLP incorporation.

Q.1 How many Days name is reserved in case of LLP if applied through RUN-LLP (Reserve Unique name LLP)?

Name is reserved for 03 months in case of name is approved through RUN-LLP.

Q.2 Minimum and maximum number of Partners/ Designated Partners required in formation of LLP?

There must be minimum of 2 (Two) Designated partners for formation of  LLP & there is no limit to the maximum number of partners.

Q.3 Can foreigners incorporate LLP?

Yes, the LLP Act allows foreign nationals including foreign companies & LLPs to incorporate an LLP in India provided at least 1 (one) designated partner is resident of India.

Q.4 Can an existing partnership firm be converted to LLP?

Yes, an existing partnership firm can be converted into LLP.

Q.5 Can DPIN be availed in e-form FiLLip?

Yes, maximum of two designated partners can apply for an application for DPIN allotment under e-form FiLLiP.

Q.6 Can PAN & TAN be availed in e-FiLLip form?

No, PAN & TAN application must be submitted separately after incorporation of LLP.

Q.7 Amount of Stamp Duty to be paid for LLP Agreement to be filled in Form-3.

Stamp Duty Charges are different in each state.

For Example: –

1. In Delhi Stamp Duty is 1% of Capital Contribution by Partners & Maximum up-to INR 5000/-

2. In Uttar Pradesh stamp duty rate is Flat Rs. 750/- irrespective of Capital Contribution by Partners.