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LLP registration process

LLP Registration Process

Limited liability partnership is a form of organisation which is a best alternative for partnership firms. Limited Liability Partnership Act 2008, contains the provisions for incorporation of LLP. The important point to be noted here is , there is not separate registration authority for LLP, it is through MCA website , we do the registration.

The process of registration of LLP is as good as registration of a company. Following are the process of registration of LLP.

Step 1: Obtain Digital Signature Certificate (DSC)

One of the first requirement of the registration of LLP is to have digital signature of the designated partners. Before initiating the process of registration, you must apply for the digital signature of the designated partners of the proposed LLP. The importance of this is because all the registration process of LLP is done through electronic mode, so, all documents should be digitally signed. So, the designated partner must obtain their digital signature certificates from government recognized certifying agencies. There are many certifying agencies authorised by government in this behalf, so the DSC can be obtained from anyone.

Step 2: Apply for Director Identification Number (DIN) or DPIN ( Designated Partner Identification Number)

You have to apply for the DIN of all the designated partners or those intending to be designated partner of the proposed LLP. The application for allotment of DIN has to be made in Form DIR-3.

The form should be properly filled and attached with all necessary documents. Where ever needed the designated partners need to sign.

Step 3: Name Approval

LLP-RUN (Limited Liability Partnership-Reserve Unique Name) is filed for the reservation of the name of the proposed LLP which shall be processed by the Central Registration Centre under Non-STP. But before quoting the name in the form, it is recommended that you use the free name search facility on MCA portal.

The system will provide the list of closely resembling names of existing companies/LLPs based on the search criteria filled up. This will help you in choosing names not similar to already existing names. The registrar will approve the name only if the name is not undesirable in the opinion of the Central Government and does not resemble any existing partnership firm or an LLP or a body corporate or a trademark.

The form RUN-LLP has to be accompanied by fees as per Annexure ‘A’ which may be either approved/rejected by the registrar. A re-submission of the form shall be allowed to be made within 15 days for rectifying the defects. There is a provision to provide for 2 proposed names of the LLP.

Step 4: Incorporation of LLP

The form used for incorporation is FiLLiP(Form for incorporation of Limited Liability Partnership) which shall be filed with the Registrar who has jurisdiction over the state in which the registered office of the LLP is situated. The form will be an integrated form.

Fees as per Annexure ‘A’ shall be paid.

This form also provides for applying for allotment of DPIN, if an individual who is to be appointed as a designated partner does not have a DPIN or DIN, two proposed designated partners can use this facility to apply for DPIN or DIN

The application for reservation for name may be made through FiLLiP too.

If the name that is applied for is approved, then this approved and reserved name shall be filled as the proposed name of the LLP

Step 5: File Limited Liability Partnership (LLP) Agreement

LLP agreement governs the mutual rights and duties amongst the partners and also between the LLP and its partners.

LLP agreement must be filed in form 3 online on MCA Portal.

Form 3 for the LLP agreement has to be filed within 30 days of the date of incorporation.

The LLP Agreement has to be printed on Stamp Paper. The value of Stamp Paper is different for every state. So check with the stamp rules of your state before preparing the LLP agreement.

Documents Required for LLP Registration

A. Documents of Partners

PAN Card/ ID Proof of Partners – All the partners are required to provide their PAN at the time of registering LLP. PAN card acts as a primary ID proof.

Address Proof of Partners – Partner can submit any one document out of Voter’s ID, Passport, Driver’s license or Aadhar Card. Name and other details as per address proof and PAN card should be exactly the same. If the spelling of own name or father’s name or date of birth is different in address proof and PAN card, it should be corrected before submitting to RoC.

Residence Proof of Partners – Latest bank statement, telephone bill, mobile bill, electricity bill or gas bill should be submitted as residence proof. Such bill or statement shouldn’t be more than 2-3 months old and must contain the name of partner as mentioned in PAN card.

Photograph – Partners should also provide their passport size photograph, preferably on white background.

Passport (in case of Foreign Nationals/ NRIs) – For becoming a partner in Indian LLP, foreign nationals and NRIs have to submit their passport compulsorily. Passport has to be notarized or apostilled by the relevant authorities in the country of such foreign nationals and NRI, else Indian Embassy situated in that country can also sign the documents.

Foreign nationals or NRIs have to submit proof of address also which will be a driving license, bank statement, residence card or any government-issued identity proof containing the address.

If the documents are in other than the English language, a notarized or apostilled translation copy will be also be attached.

B. Documents of LLP

Proof of Registered Office Address: Proof of registered office has to be submitted during registration or within 30 days of its incorporation.

If the registered office is taken on rent, a rent agreement and a no-objection certificate from the landlord has to be submitted. No objection certificate will be the consent of the landlord to allow the LLP to use the place as a ‘registered office’.

Besides, any one document out of utility bills like gas, electricity, or telephone bill must be submitted. The bill should contain the complete address of the premise and owner’s name and the document shouldn’t be older than 2 months.

Digital Signature Certificate: One of the designated partners needs to opt for a digital signature certificate also since all documents and applications will be digitally signed by the authorized signatory

Checklist for LLP Registration

  1. Minimum of two partners.

  2. DSC for all designated partners.

  3. DPIN for all designated partners.

  4. Name of the LLP, which is not similar to any existing LLP or trademark.

  5. Capital contribution by the partners of the LLP.

  6. LLP Agreement between the partners.

  7. Proof of registered office of the LLP.

Cost Involved for LLP Registration

Below is the government fees for filing forms: your intermediary may charge their service charges, and it is important to note that, intermediaries are experienced and professional.

Step 1 – DSC Around Rs. 1500-2000 for 2 partners(varies depending on the agency)

Step 2 – DIN Rs. 1000 for 2 partners

Step 3 – Name Reservation Rs. 200

Step 4 – Incorporation Depends on capital contribution. Contribution up to Rs. 1 lakhs – Rs. 500, Contribution between Rs. 1 and 5 lakhs – Rs. 2000

Step 5 – LLP Agreement Depends on capital contribution. Contribution up to Rs 1 lakhs – Rs 50 for filing Form 3 and stamp duty based on the state where LLP is formed

Time Involved for LLP Registration

LLP formation starting from obtaining DSC to Filing Form 3 takes approximately 10 days, subject to departmental approval and revert from the respective department.

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