How to Register an LLP in India - Limited Liability Partnership Registration

What is Liability Partnership (LLP) in India

Limited Liability Partnership (LLP) is an incorporated business entity that combines the features of Partnership and Company form of businesses and has all the features of a Limited Company. LLP form of organization was introduced in India in the year 2008 and is governed by Limited Liability Partnership Act, 2008 and Rules

LLP Registration India

LLP registration in India is regulated by the Limited Liability Partnership (LLP) Act, 2008, and administered by the Ministry of Corporate Affairs. Today, LLP registration and other regulatory filings are paperless; documents are filed electronically through the MCA website and is processed at the Central Registration Centre (CRC).

First LLP Registered In India: CompaniesInn holds the record of registering the First LLP in India through the online filing system of MCA way back on 24-04-2009 (CompaniesInn Consulting LLP; LLPIN:AAA-0002)

MCA21

In 2006, he Ministry of Corporate Affairs has transformed the processes of LLP incorporation and regulatory compliance filing with the introduction of an e-governance initiative ‘MCA21’

Central Registration Centre (CRC)

Today, LLP registration and other regulatory filings are paperless; documents are filed electronically through the MCA website (and is processed at the Central Registration Centre (CRC), a dedicated Backoffice for LLP and LLP Registration process. Name approval and registration of LLP is handled at. The CRC and all other regular regulatory compliance filings are at the respective Registrar of Companies at each State.

LLP Registration process in India is completely online. Upon completing all registration formalities, the Central Registrar of Companies’ issues a digitally signed Certificate of Incorporation (COI). Electronic certificates issued by the ministry can be verified by all stakeholders on the MCA website itself.

Requirements for LLP Registration

The following are the basic requirements of registration of LLP.

1. Partners:

A Limited Liability Partnership shall have at least 2 partners. Partners could be individuals, companies or LLPs. Partners are persons who own and manage the LLP.  A partner of an LLP shall have two kinds of rights viz, management rights and profit rights.

2. Designated Partners

Every LLP shall have at least 2 Designated Partners who are individuals and at least one of them shall be a resident in India. In case of an LLP in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such body corporate shall act as designated partners.

A Designated Partner (other than nominee of a Corporate Partner) should be a Partner of LLP. Designated partners are responsible for compliance under the LLP Act and Rules.

3. Digital Signature Certificate

Digital Signature Certificate (DSC) is a legally recognised method of signing documents electronically. All the document filing with Registrar of Companies / Ministry of Corporate Affairs are authenticated with DSC. All the partners and Designated Partners of LLP should have a valid DSC for signing the documents electronically.

4. Capital Contribution of LLP

The amount of investment to LLP by partners are called as Capital Contribution of LLP. There is no minimum capital requirements for registering an LLP. The partners have to agree to contribute at least a nominal amount (Say Re.1 or Rs.1000) as capital contribution to LLP. A person can not become a partner to LLP without contribution. The amount agreed to be contributed by a partner becomes the liability of a partner to LLP.

There is no timeline prescribed under the LLP Act for the partner to bring the contribution to LLP. The partner is required to contribute the capital to LLP whenever required.

Unlike Company, there is no concept of Authorised/Subscribed/Paid up capital in LLP. The Amount agreed by each partners at the time of registration of LLP shall become the liability of each partners.

5. LLP Name

LLP name selection is important for speedy registration of a LLP. LLP Name approval and allotment process in India is administered by the Ministry of Corporate Affairs (MCA) as per the LLP Name Availability Guidelines issued under Companies Act 2013.

The LLP Name should be similar or same as an existing Company or LLP. Also, the proposed name should not be same or similar to a registered trademarkor a trademark for which an application is filed by a third party. 

Promoters have to Select a LLP Name as per LLP Name Availability Guidelines prescribed by the Ministry of Corporate Affairs. = 

6. Registered Office Address of LLP

Registered Office refers to the official correspondence address of a LLP or its principal place of business. The address of the Registered Office will be used for all official communications of the LLP. The address of Registered Office of LLP shall be filed at the time of registration of a new LLP.

Documents Required from Partners and Designated Partners

The following are the documents and details required from the Partners / Designated Partners and for Registered Office Address:

A. Identity Proof of Partners and Designated

Permanent Account Number (PAN) Card is the primary ID for all Partners and Designated Partners, who are Indian Nationals.

B. Address Proof of Partners and Designated

1. Aadhaar Card / Passport / Driving License / Voter Identity Card (Any one)
2. Telephone Bill / Mobile Bill Electricity Bill / Water Bill Bank Statement /Bank Passbook with latest transaction (Any one)

Notes:

• a. Telephone Bill / Mobile Bill/Electricity Bill / Bank Account Statement must be in the name of applicant and should not be older than 2 months
• b. If the documents are not in than English, it should be translated to English

C. Photographs of Partners and Designated Partners

Passport size Photographs of Partners and Designated Partners are required for applying Digital Signature / DIN

D. Address Proof of Registered Office

A proof of address in  the name of the Owner of Premises is required to be submitted to ROC. Documents such as Electricity Bill, Telephone Bill, Gas Bill or Water Bill (Not older than 2 months) or Copy of Registered Sale Deed are acceptable as address proof by ROC office. Property Tax payment receipts are not accepted as Address proof.

Please make sure address proof contains complete address with Name of owner of premises / Door No / Street Name / Village / Town / PIN etc. If the Address on document such as Electricity Bill  is incomplete, additional Address / ID document of owner with complete address also to be arranged for  submission to Registrar of Companies.

E. No-Objection Letter for use of Registered Office:

No-Objection Letter from the Owner of Premises / Address is required to use the address as Registered office of the LLP.

Note: If the Address facility is availed from a Shared Office Service provider, a copy of Electricity Bill / Tax Receipt in the name of the owner of the premises with a copy of Lease Agreement with specific powers to sublease or issue NOC letters for use of premise as Registered Office address under Companies Act are also required.

Execution of Documents for Filing with MCA

In addition to the Identify and Address documents of shareholders and Directors, the following documents are to be executed by the promoters of LLP:

1. LLP Subscription Sheet - FiLLiP - by all the partners
2. Consent to act as Designated Partner - Form 9
3. No-Objection Letter for Registered office of the LLP
4. Details of Company / LLP in which partner are directors
5. Declaration for Certification of DIN / Engagement Letter to a Professional for Certification.

In case of a Company / LLP is a partner and / or if the proposed name of LLP is similar to an existing Company / LLP, the following additional document are also required:

1. Authorisation for execution to an individual for execution of LLP Incorporation Documents on behalf of Partner Company / LLP
2. NOC / Authorisation for use of Name / Trademark, if any.

LLP Registration Process

1. LLP Name Application

The applicant has two option to proceed with LLP Name Application.

Option 1.        

Get the LLP Name Approval under RUN Application process and proceed with File an application for LLP name approval first and the go for LLP Registration. LLP Name approved under RUN shall be valid for 3 months from the date of approval.

Option 2.        

File the Integrated LLP Registration Form (FiLLiP Application) . The LLP name can be reserved through FiLLiP incorporation process. In case of name application through FiLLiP form, only one name can be submitted for approval. However, if the first applied name is rejected, the application can be resubmitted 2 more times with alternate names.

2. Filing of LLP Incorporation Documents with MCA (FiLLiP Application):

All the documents executed / notarised / attested as per documentation requirements detailed above has to be attached to the FiLLiP Application along with required supporting documents and the Form has to be digitally signed with the Digital Signature Certificate (DSC) of all the proposed shareholders / representatives.

3. Processing of e-Forms by Central Registrar of Companies:

The Central Registration Centre (CRC) processes the application and if found the details / documents are in order, the Central Registrar of Companies shall register the LLP and issue the following:

1. LLP Incorporation Certificate
2. DIN for Designated Partners

The Certificate of Incorporation shall be in digital format (PDF Document) shall be digitally signed by the Registrar of Companies. ROC office will not issue any Physical Certificate for Incorporation. Also, the Certificate and registration details of LLP shall be available with MCA Portal for verification.

Unlike Company Registration, Permanent Account Number (PAN) and Tax Collection and Deduction Number (TAN) to the New LLP will not be allotted with incorporation of LLP.  After the registration, LLP has to make separate applications for PAN and TAN.

Post Incorporation Requirements by LLP

1. Execution and Filing of LLP Agreement with Registrar of Companies

LLP Agreement means a written agreement between the partners of the LLP or between the LLP and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to LLP.

As per the LLP Act, every LLP shall file information with regard to the limited liability partnership agreement in Form 3 with the Registrar within thirty days of the date of incorporation. However, an entire copy of LLP Agreement has to be attached to the Form 3 as per the filing requirement.

The delay in filing LLP agreement shall attract additional Fee as per the LLP Act/ Rules

2. Commencement of Business by LLP

A Limited Liability Partnership, can commence its business operations after obtaining the Certificate of Incorporation.