Step-by-Step Procedure for Incorporation of a Limited Liability Partnership

Before starting the LLP registration process, the proposed partners should finalize the basic details of the LLP. These include the proposed name of the LLP, its business activities, details of the partners and designated partners, capital contribution of each partner, profit-sharing ratio, and the registered office address. These details are required for preparing the incorporation documents and completing the registration process under the Limited Liability Partnership Act, 2008.

Before filing the LLP incorporation application, all proposed Designated Partners who are required to sign the incorporation documents must obtain a valid Digital Signature Certificate (DSC). The DSC is used to electronically sign the forms and documents submitted on the MCA portal and is mandatory for completing the online registration process.

After deciding the name of the LLP make an application for reservation of the proposed name of the Limited Liability Partnership (LLP) with the Registrar, Central Registration Centre (CRC) through the RUN-LLP service available on the MCA Portal along with the prescribed fee.

Notes:

(i) The application for reservation of name may be made through the RUN-LLP service available on the MCA Portal.

(ii) The proposed name may also be applied for directly through Form FILLIP along with the application for incorporation of the LLP.

(iii) Filing a single consolidated application in Form FILLIP is recommended only where the applicant is confident of the availability and admissibility of the proposed LLP name.

(iv) The proposed name shall comply with the provisions of Section 15 of the Limited Liability Partnership Act, 2008 read with Rules 18 and 19 of the Limited Liability Partnership Rules, 2009, and should not be undesirable or identical with, or too nearly resembling, the name of any existing LLP, company, or registered trademark.

(i) On receipt of the application for reservation of name, the Registrar, Central Registration Centre (CRC) may either approve or reject the application, as the case may be.

(ii) Once the CRC approves the name, the reserved name shall remain valid for 90 days from the date of approval.

(ii) The application for incorporation of the LLP in Form FILLIP shall be filed within the validity period of the approved name. If the incorporation application is not filed within such period, the name reservation shall lapse and a fresh application for reservation of name shall be required.

Before filing the LLP incorporation application, all the required documents should be collected from the proposed partners and designated partners. These generally include identity proof, address proof, recent passport-size photographs, proof of the registered office address, and the consent of the designated partners, wherever applicable. The documents should be complete, valid, and in the prescribed format to ensure smooth processing of the incorporation application under the Limited Liability Partnership Act, 2008 and the Limited Liability Partnership Rules, 2009.

Prepare the incorporation document of the proposed Limited Liability Partnership (LLP) in Form FILLIP and get the same duly authenticated by the proposed Designated Partners/authorised representatives, along with the prescribed attachments and declarations.

Note:

(i) The incorporation document shall be filed electronically in Form FILLIP along with the prescribed documents and declarations.

(ii) The proposed Designated Partners and the professional certifying the form shall affix their Digital Signature Certificates (DSC) to Form FILLIP.

(iii) Where any proposed partner is a body corporate or is incorporated outside India, the necessary authorisation, resolutions, and notarised/apostilled documents, as applicable, shall be attached with the incorporation application.

(iv) The LLP Agreement is not required to be executed at the time of incorporation. It shall be executed after incorporation and filed with the Registrar in Form 3 within 30 days from the date of incorporation.

In case any of the proposed business activities of the Limited Liability Partnership (LLP) require registration, licence, approval, or prior permission from any sectoral regulator or statutory authority (such as RBI, SEBI, IRDAI, IFSCA, FSSAI, DGFT, etc.), obtain such approval wherever required under the applicable law, or submit the prescribed declaration that the LLP shall not commence such regulated business without obtaining the requisite approval or registration from the concerned authority.

Form FiLLiP shall be digitally signed by the proposed Designated Partner(s) and certified by a practising Chartered Accountant, Company Secretary or Cost Accountant, as required under the LLP Act, 2008 and the LLP Rules, 2009.

•  File FILLIP for LLP incorporation.
• Attach all required documents with the form.
• If the name is reserved separately, mention the RUN-LLP SRN in FILLIP.

Resubmission:

• 15 days allowed for each resubmission.

Maximum 30 days from the date of resubmission notice.

If any resubmission or clarification is sought by the Registrar, rectify the defects and re-submit the application within the prescribed time specified in the resubmission notice.

On being satisfied, the Central Registration Centre (CRC) shall issue the Certificate of Incorporation (COI) of the LLP.

If applied for, the DPIN shall be allotted to the Designated Partners.

The LLP shall also be allotted PAN and TAN (where applied for).

(a) LLP Agreement – Form LLP-3

Within 30 days of incorporation.

Attachments:

• Executed LLP Agreement.
• Stamp Duty paid as per the applicable State Stamp Act.

Certification:

Form LLP-3 is required to be certified by a Practising Professional (CA/CS/CMA) or an authorised signatory, as applicable under the LLP Rules.

√ Consent to act as Designated Partner

√ PAN Card

√ Identity Proof (Aadhaar Card / Passport / Driving Licence / Voter ID)

√ Address Proof (Latest Utility Bill / Bank Statement)

√ Passport-size Photograph

√ Digital Signature Certificate (DSC)

Relaxation: If the proposed Designated Partner already possesses a DIN/DPIN, a fresh application for allotment of DIN is not required. Where DIN is sought through Form FILLIP, the prescribed identity and address proof shall be attached with the incorporation application.

√ Passport (Mandatory)

√ Identity Proof (where applicable)

√ Overseas Address Proof

√ Consent to act as Designated Partner

√ Digital Signature Certificate (DSC)

√ Declaration, if required, under the applicable provisions of the LLP Act, 2008 and the LLP Rules, 2009

Mandatory: Documents executed outside India shall be notarized and apostilled, or consularized, as applicable, in accordance with the laws of the country of execution and the requirements of the LLP Rules, 2009.

Note: All documents relating to a non-resident partner/designated partner shall be authenticated in the manner prescribed under Rule 34(2) of the Limited Liability Partnership Rules, 2009 (documents executed outside India), as applicable.

If any partner is an Indian Body Corporate, obtain the following documents:

a) Board Resolution authorising the body corporate to become a partner in the LLP and appoint an authorised representative.

b) Consent of the authorised representative to act as the nominee/designated partner (where applicable).

c) PAN Card of the body corporate and the authorised representative.

d) Identity Proof of the authorised representative (PAN/Aadhaar/Passport/Voter ID/Driving Licence – any one).

e) Address Proof of the authorised representative (Bank Statement/Electricity Bill/Telephone Bill/Mobile Bill/Passport – any one).

f) DPIN (if available) and DSC of the authorised representative, if acting as a Designated Partner.

Note: There is no requirement for INC-9 or Deposit Declaration under the LLP Act, 2008.

If any partner is a Body Corporate incorporated outside India, obtain the following documents:

a) Certificate of Incorporation of the foreign body corporate.

b) Board Resolution authorising it to become a partner in the LLP and appoint an authorised representative.

c) Declaration for not having PAN (if PAN is not available).

d) Passport of the authorised representative.

e) Address Proof of the authorised representative (Bank Statement/Mobile Bill/Telephone Bill/Electricity Bill – any one).

f) Consent of the authorised representative to act as the nominee/Designated Partner (where applicable).

Obtain the following documents from the first Designated Partners:

a) Consent to act as a Designated Partner.

b) Copy of PAN Card.

c) Identity Proof (PAN/Aadhaar/Passport/Voter ID/Driving Licence – any one).

d) Address Proof (Bank Statement/Mobile Bill/Telephone Bill/Electricity Bill – any one).

e) DPIN (if already allotted) and DSC.

Note: If the Designated Partner already holds a DPIN and the details are updated in the MCA records, fresh identity and address proofs may not be required, subject to the requirements of the LLP incorporation process.

At the time of LLP incorporation, the applicant may provide either a temporary correspondence address or the registered office address of the LLP.

If the registered office address is provided, obtain the following documents:

a) Proof of the registered office address.

b) Utility Bill of the premises (Electricity Bill/Water Bill/Gas Bill), not older than 2 months.

Note: If the premises are taken on rent or lease, obtain the Rent/Lease Agreement and No Objection Certificate (NOC) from the owner, wherever applicable.

If GST registration is required at the time of LLP incorporation, arrange the necessary documents and details for GST registration.

Note: Applying for GST registration at the time of LLP incorporation is optional. There is no provision for filing AGILE-PRO, EPFO, or ESIC registration along with LLP incorporation under the LLP Act, 2008.

The LLP Agreement shall be executed as follows:

• It shall be signed by all Partners of the LLP.
• The name and details of each Partner shall be mentioned.
• If a Partner is illiterate:
  • Thumb impression may be used.
  • The Agreement must be read and explained to the Partner.
  • A proper endorsement shall be made.
• If a Partner is an Indian Body Corporate:
  • The Agreement shall be signed by its authorised representative.
  • A Board Resolution/Resolution authorising the representative is required.
• If a Partner is a Foreign Body Corporate:
  • The Agreement shall be signed by its authorised representative.
  • A Resolution authorising the representative is required.
• For foreign partners, the documents shall be notarized/apostilled or consular authenticated, as applicable.
• The LLP Agreement shall be stamped as per the applicable State Stamp Act.
• The executed LLP Agreement shall be filed with the Registrar in Form LLP-3 within 30 days of incorporation.