STEP-1. Identify a minimum of 2 partners and 2 designated partners
For registering an LLP, a minimum of 2 partners and 2 designated partners are required. Partners could be individuals, companies or LLPs, but only individuals can become designated partners of an LLP. A partner need not be a designated partner of an LLP. Partners are persons who own the LLP and manage it. Designated partners are responsible for compliance under the LLP Act.
STEP-2. Obtain a Digital Signature Certificate (DSC)
During the registration process, all documents are submitted to the ROC online through MCA Portal. These forms need to be authenticated by signing it using a DSC issued by the Certifying Authority in India. One of the promoters and designated partners should have a digital signature certificate to authenticate documents that are submitted to the ROC.
STEP-3. LLP Name Application (RUN Application) - Optional
The name of the LLP should end with the words “LLP” or “Limited Liability Partnership”. LLP name application must be in line with the LLP Name Guidelines. Under the new LLP Registration process, there are 2 ways to get the LLP Name.
- LLP RUN Name Application: Before proceeding with the incorporation process, an application can be filed with Ministry of Corporate Affairs for getting the LLP name approval from the ROC. Two names can be proposed at a time for approval. If those names are rejected by the ROC office, another set of 2 names can be submitted again. A name approved under RUN Application will be reserved for 90 days. LLP registration documents have to be executed and filed within this time frame.
- LLP name approval along with LLP Registration under FiLLiP Application Route (elaborated below)
STEP-4. Identify the location and contribution of the LLP
It is important to have a proper address for the LLP’s registered office. The address need not be a commercial location for registering an LLP. It could be the residential address of one of the promoters or any other identifiable address. The ROC will send all the correspondence relating to the LLP to the registered office address. The jurisdiction of the ROC will depend on the location of the registered office.
For LLP, there is no minimum contribution requirement.
STEP-5. Execution of LLP registration documents
LLP incorporation documents have to be executed by the promoters. The proposed partners of an LLP should consent to act as the partner or Designated Partner
STEP-6. Submission of LLP registration documents to the ROC - FiLLiP Application
Once the documents are executed, the same must be submitted to the Ministry of Corporate Affairs online for LLP registration. FiLLiP Application to be submitted to the Central Registrar of LLP for Registration. Prior approval of LLP name is not mandatory under FiLLiP Application process. Under FiLLiP Application process, name approval and LLP Registration happens simultaneously.
STEP-7. LLP Registration and Certificate of Incorporation
The ROC will register the LLP and issue a COI. The COI is now issued by the ROC in digital form with the DSC. No physical certificate will be issued by the ROC office.
STEP-8. Execution and Filing of LLP Agreement
By subscribing to the LLP incorporation documents, all partners agree to enter into an LLP agreement within 30 days. Hence, all partners need to execute and file the LLP agreement within this time frame. An LLP can commence its business only after obtaining the COI.