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Register Limited Liability Partnership (LLP) in India

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DOCUMENTS REQUIRED 

Details for Partners

1. Scanned Copy of PAN Card or Passport

2. Scanned Copy of Voter's ID / Passport / Driving License (Identity Proof)

3. Scanned copy of Latest Bank Statement / Telephone or Mobile Bill / Electricity Bill (Address Proof)

4. Scanned passport-sized photograph

5. Specimen signature (blank document with signature)

Details for Registered Office

1. Scanned Copy of Rent Agreement (For rented property)

2. Scanned copy of Sale Deed/Property Deed in English (in case of owned property)

3. Scanned copy of Latest Bank Statement/Telephone or Mobile Bill/Electricity or Gas Bill

4. Scanned Copy of No Objection Certificate from the owner on the name of any director (Notarised)

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REGISTRATION PROCESS

1

Designated Partners Identification Numbers & Digital Signatures

2

Selection of Name of the Proposed Limited Liability Partnership

3

Preparation of Limited Liability Partnership Agreement

4

Filing of Documents & Receipt of Certificate of Incorporation

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How to register limited liability partnership in Delhi?

A limited liability partnership is formed under LLP Act, 2008. There is no mandatory minimum capital investment required to start an LLP. Moreover, it can have as many partners as it wants. The process of LLP registration in Delhi is quite simple and is as follows:

      • Obtain DPIN and DSC for partners: The first and foremost step is to appoint a designated partner and get him his designated partner identification number (DPIN) along with digital signatures for every partner. For DPIN, PAN Card, ID proof, Address proof must be self attested and submitted. For DSC ID proofs and address proofs of all partners is needed.
      • Get DIN for every partner: The next step is to get identification numbers for each and every LLP partner. For designated partner his DPIN is sufficient. The documents required to be submitted are, PAN, ID proof and address proof of every single partner.
      • Register DSC of designated partner: Once digital signature of designated partner is received, it should be registered on the website of Ministry of Corporate Affairs (MCA). Upload it to give it recognition.
      • Check name availability: The third step of LLP registration in Gurgaon is checking availability of name. Make application in Form 1 to check whether name is available or not. Propose 6 names and write them down in the order of preference.
      • File for incorporation: Once name is finalized and its availability is checked, file Form 2 with the ROC. This form is for LLP incorporation. Fill in the details as asked in the Form. Attach address proof of LLP along with a NOC from landlord, in case of rented property. Submit the form with prescribed fees that ranges from ₹500- ₹5000 based on capital contribution. In case of banks, chartered accountant firms, insurance firms and other professionals, their certificate from respective governing council is to be attached.
      • Draft LLP Agreement: LLP agreement is like a company’s MOA and AOA that contains rules and regulations based on which an LLP will run. It is not mandatory to get the agreement registered at the time of registration. File it with ROC within 30 days of registration. It is the duty of the designated partner to carry out these tasks. File it with ROC in Form 3.

Upon registration of LLP agreement, LLP will be incorporated and business can be commenced. It generally takes around 20-25 days to register a limited liability partnership in Faridabad

    . However, the time frame differs from one regional ROC to another ROC.

PROCEDURE INVOLVED

Step I Deciding the Partners and Designated Partners

A LLP can be incorporated with a minimum of atleast two partners who can be Individuals or Body Corporate through their nominees. Further for incorporating an LLP, of the total number no. of partners, atleast two shall be Designated Partners, of which atleast one must be an Indian Resident.

Parameters for deciding the Partners and Designated Partners:

  1. Atleast Two Partners; Individuals or Body Corporate through individual nominees.
  1. Minimum of Two Individuals as Designated Partners, of total no. of Partners.
  2. Atleast One Designated Partner to be Resident Indian.

A person‘Resident in India’means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one year. (Explanation to Section-7())

‘Designated Partner’ means a partner who is designated as such in the incorporation documents or who become a designated partner by and in accordance with the Limited Liability Partnership Agreement

Step II Obtaining DPIN No. & Digital Signature

 

Director Identificaton Number: Every Designated Partner is required to obtain a DIN from the Central Government. If a person already has a DIN, the same can be used for forming LLP.
The DIN can be applied online at (http://www.mca.gov.in/MCA21/Din.html).

Digital Signature Certificate: All the forms like eForm 1, eForm 2, eForm 3 etc which are required for the purpose of incorporating the LLP are filed electronically through the medium of Internet, it is not possible to sign them manually. Therefore, for the purpose of signing these forms, the Designated Partner of the proposed LLP needs to obtain a Digital Signature Certificate (DSC) from government recognized DSA’s.The signatures shall also be required for signing and filing of all relevant forms and documents to be filed, annually or event based after incorporation of the LLP, asking for approvals or as intimation.
Likewise the manual signatures, digital signature certificates are individual specific and no partner needs to obtain more than one.

Step III Checking the Name Availability

The next step is to decide the name for the proposed LLP to be incorporated, anyone intending to incorporate an LLP has to evaluate his proposed name under the prescribed parameters and make an application in Form 1of Rule 18(5) of the Limited Liability Partnership Act 2008, for reservation of the desired name.

The name of the limited liability partnership shall not be similar or identical with Company or LLP already registered in India and it should not contains words prohibited under the‘Emblems and Names (Prevention of improper use) Act, 1950’or which are also not‘Undesirable’in the opinion of Central Government or which satisfies the conditions prescribed under rule 18(2). For more information check Name Availability Guidelines.

In case any Body Corporate is partner, copy of Board resolution authorizing the incorporation of LLP shall be attached
Undesirable Names- Connote

If in the opinion of the department, the name by which a Company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the department may direct it to change its name. A Company registered under the Companies Act, is not entitled to carry on its business in such a way or under such a name, as to represent that its business is the business of any other company or firm or person; and the absence of fraud is immaterial. In such cases, the old company or firm can apply to the court for an injunction, and in such cases the principles that apply to individuals trading under identical or similar names would become applicable.

Step IV Drafting of LLP Agreement

The next pertinent step is drafting of Limited Liability Partnership Agreement governing the mutual rights and duties among the partners and among the LLP and its partners.
The basic contents of Agreement are:

  • Name of LLP
  • Name of Partners & Designated Partners
  • Form of contribution
  • Profit Sharing ratio
  • Rights & Duties of Partners
  • Proposed Business
  • Rules for governing the LLP

In case no agreement is entered into, the rights & duties as prescribed under Schedule I to the LLP Act shall be applicable
It is not necessary to have the LLP Agreement signed at the time of incorporation, as the details of the same needs to field 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.

 
Step V Filing of Incorporation Documents
Next is the filing of Incorporation documents, consent of Partners and declaration electronically through the medium of e-forms prescribed with the Registrar of LLP for incorporation of the LLP on payment of prescribed fees based on the total monetary value of contribution of partners in the proposed LLP.
Eform 2: Incorporation Document and subscriber’s statement
This is an informative document setting down the details of LLP, its Partners including designated partners along with their amount of contribution and consent for forming a Limited Liability Partnership to carry on a lawful business with profit motive along with declaration stating that all the requirements of Limited Liability Partnership Act, 2008 regarding incorporation of LLP in India have been complied with.
Subscription Sheet:The partners are required to subscribe their names along with signatures to the subscription sheet andalso along with their consent to become a partner/ designated partner/ nominee/ nominee & designated partner of the LLPwhich shall be witnessed by any chartered Accountant/Company Secretary/Advocate in practice..
In case the subscription sheet is executed outside India, than it must be notarized and consularized, for more information check “Incorporation of LLP” under FAQ’s
eForm 3: Details of LLP Agreement
This form provides for the necessary information in respect to the LLP Agreement entered into between the partners.
only eForm 3 is required to filed within 30 days of the incorporation.
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.

Key points:
• Filing will be done on www.llp.gov.in
• with All the Designated Partners need to be register as Business User.
• Digital Signature is required only for the Designated Partner who would be signing all the e Forms.

Step VI 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 from date of filing of documents . The Certificate of Incorporation issued shall be the conclusive evidence of formation of the LLP.

 

Frequently asked questions on LLP registration in Noida

1. Concept of limited liability partnership

  • LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
  • The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
  • The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
  • Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
  • Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.
  • Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership. 
 
2. Structure of an LLP
LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession
 
3. Difference between LLP & traditional partnership firm
  • Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
  • Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct. 
4. Difference between LLP & a Company
  • A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
  • The management-ownership divide inherent in a company is not there in a limited liability partnership.
  • LLP will have more flexibility as compared to a company.
  • LLP will have lesser compliance requirements as compared to a company.

5. Is there any minimum capital requirement for LLP registration in India?
No there is not. You can start with any amount you want.

6. How many days does it take to register Limited Liability Partnership?
An LLP takes approximately 25 days.

7. Is the registration process centralized?
Yes, it is. However, there are certain compliances that have to be done with local Registrar office.

8. Is LLP registration in India costly?
No, it is not. An individual can register limited liability partnership in Ghaziabad in less than Rs.10,000.

9. Is it a body corporate?
Yes, it is a body corporate with separate legal entity.

10. Does Indian Partnership Act, 1932, govern an LLP?
No, certainly not. Limited Liability Partnership Act, 2008, governs an LLP.

11. Do I need to obtain DIN and DSC for every partner?
Yes, both are obtained for every single partner.

12. Does an LLP have to do too many compliances?
No, it doesn’t.

13. Does an LLP have separate legal existence?
Yes, it is a separate legal entity in the eyes of law.

14. Does it offer limited liability to its partner?
Yes, partners are liable to bear losses up to the amount of capital they have committed.

15. Can an LLP accept 100% foreign direct investment?
Yes, it can accept 100% investment from foreign companies under automatic route.

16. How many names do I have to propose?
6 names written down in the order of preference.

17. How can an LLP be wound up?
It can either be wound up by a Tribunal or voluntarily.

18. Is registration of Limited Liability Partnership agreement mandatory?
Yes, it is. The registration of agreement is an inherent part of the whole LLP registration in India process.

19. Is LLP Agreement filed in Form-3?
Yes, it is filed with ROC in Form-3.

20. Is it mandatory to submit LLP agreement during application of incorporation?
No, it isn’t. You can file the agreement within 30 days of application of incorporation is submitted with ROC.

21. Which Form is used to check availability of name?
Form-1 is used to check name availability.

22. Does designated partner require an identification number?
Yes, he does.

23. Do you need to register designated partner’s digital signature with MCA?
Yes.

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