LLP Incorporation in just five easy steps

In pursuance to the LLP (Second Amendment) Rules, 2018, Incorporation of LLP has become much easier than earlier. Filing of multiple forms for incorporation of LLP has been done away with.

Limited Liability Partnership (Second Amendment) Rules 2018 containing the relevant revised rules and incorporation related e-forms layouts which have been notified on 18th September 2018 and has came into effect from 02nd October 2018. In this article the whole procedure of incorporation of LLP is summarized into five easy and simple steps.

Procedure of Incorporation of LLP:-

If you are a new user then register yourself on MCA portal first and then follow these five easy steps:-

Step 1: Name Availability and its approval

Once you made a plan to incorporate a Limited Liability Partnership (LLP), the first and foremost important step is to get its name approved by Registrar of Companies and LLP. Select an appropriate name and apply for its reservation on MCA Portal. MCA has provided web service titled - RUN- LLP (Reserve Unique Name - Limited Liability partnership) service to reserve the name of the LLP.

Apply through RUN-LLP Reserve Unique Name service, wherein you just need fill the following mandatory columns:-

1) New Incorporation/Conversion; means Where you want to incorporate a new LLP or want to convert a Firm into LLP OR a private limited company/Unlisted public company into LLP.
2) LLPIN; only when your are applying for change of name of existing LLP.
3) Proposed Names of the LLP - Your selected names for new LLP incorporation (maximum two names at a time).
4) Comment section - Provide a brief (one line) about the objects of the proposed LLP.
5) Choose file Tab- Attach Board resolution in case of change of name of existing LLP or in case of conversion, such other documents.

Points to be consider:

• Proposed LLP names should be unique and different and not similar to the existing LLP names or registered trademarks.

• You can apply for maximum two names as per your choice in the first time through RUN - LLP web service. If the names are not available then you will get one chance to resubmit and apply freshly for another two names.

• You can skip name reservation through RUN - LLP web service and apply directly through FiLLiP (Form for incorporation of LLP), only if you have selected a name for the proposed LLP which is unique, different and not similar to the names of other LLP's.

• Once name is approved by ROC, the same is reserved for a maximum number of 20 days, after this the same will be withdrawn and you need to apply freshly.

Step 2: Documents Preparation

Once your desired name gets approved, the same will be reserved for 20 days. In these 20 days you need to file LLP incorporation forms (i.e. FiLLiP and Form addendum to FiLLiP) with ROC on MCA portal.

Second step deals with the documents preparation required for filing LLP incorporation forms with ROC. Here is the detailed list of documents required for LLP incorporation:-

1) Proof of Registered office address - Rent agreement/Conveyance deed/Lease agreement.

2) Non - Objection certificate from Owner of the premises - Format attached.

3) Utility Bills of registered office address- Electricity Bill/ Water Bill/Telephone Bill (Latest i.e. Not older than two months).

4) Subscribers' sheet - Format attached.

5) Copy of resolution on the letter head of the body corporate - if a body corporate becomes partners or their nominees as designated partners.

6) Principle approval of regulatory authority - If the proposed name includes 'any words” which require approval of regulated authorities.

7) Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner - Format attached

8) KYC of partners or designated partners - PAN and AADHAR

9) Proof of identity & residential address of all the partners or designated partners:-

10) Form -9 i.e. Consent to act as designated partner from all the proposed partners of the LLP - Format attached

11) Digital Signature certificate (DSC) of all the partners or designated partners.

Step 3: Forms Preparation

Once you are ready with all the required documents, specified in Step - 2, you need to prepare the LLP incorporation forms i.e. FiLLiP and Form addendum to FiLLiP.

Download the incorporation forms from the MCA Portal and fill the required particulars. Here are the brief of particulars and information in the forms required to be filled in-

FiLLiP - Form for incorporation of Limited Liability Partnership

FiLLiP contains the basic details about the proposed LLP, its designated partners and the business to be carried out by the LLP. Here is the brief of particulars of the FiLLiP form required to be filled in-

• SRN of RUN-LLP, if the name is already approved by ROC, else you can apply for name in FiLLiP also.
• Details about the registered address of the LLP, Mobile number and E-mail ID of LLP.
• Brief details about the business activities to be carried out by the LLP on incorporation.
• Main division of industrial activity of the LLP as per NIC-2004.
• Brief description of main division of industrial activity.
• Mention the number of the designated partners or partners (including nominees of body corporate) of the proposed LLP having DIN and not having DIN/DPIN.
• Total monetary value in rupees, contributed by the partners of proposed LLP.
• Select "Yes" or "No" Whether addendum to FiLLiP is required to be filed*
• Attach the documents discussed in step - 2 in pdf format.
• Fill in declaration by one of the designated partners/partners of proposed LLP.

*Note: Addendum to FiLLiP shall be required to be filed in the following scenarios:

• In case the number of partners/ designated partners exceed the maximum number as allowed in the eForm i.e. 200.
• In case details of all the designated partners or partners cannot be provided in this form due to the size of the attachments.

Step 4: Forms Certification

Both the e-forms FiLLiP and Addendum to FiLLiP (if required) are required to be certified by ADVOCATE OR Practicing CHARTERED ACCOUNTANT (CA) OR Practicing COMPANY SECRETARY (CS) OR Practicing COST ACCOUNTANT (CMA).

Once the DSC of one of the designated partner or partner is affixed and forms are certified by advocate or practicing CA, CS or CMA the forms shall be pre-scrutinized for successful submission.

Step 5: Forms Filing

Once e-forms FiLLiP and Addendum to FiLLiP (if required) are successfully pre-scrutinized, the same are to be uploaded on MCA Portal. Necessary MCA fees are required to be pay through online mode or through pay later challan (offline mode). ROC will check the forms and ensure that all the requirements are complied with. Once all the requirements are complied with and conditions applicable are satisfied, e- forms get approved and LLP will get incorporated.

Note: Enquire the applicable fee on MCA fee calculator before applying for name reservation and filing of forms. The LLP (Registration offices and Fees) Rules.

Note: If you want to incorporate a private/public limited company then do read article - Company Incorporation - in just five easy steps!!!

NO OBJECTION CERTIFICATE FORMAT NO OBJECTION CERTIFICATE

TO WHOMSOEVER IT MAY CONCERN

This is to certify that I............................................ (Name of the owner of the premises), owner of the property,.............................................................................................. (Address of the premises), have permitted and allowed........................................................... (Name of the partner or designated partner of the LLP) for operating and conducting their business in the form of limited liability partnership from ADDRESS MENTIONED ABOVE. Please consider this as an official NOC from my side.

I further state that I have no objection if...................................................................................... (Name of the partner or designated partner of the LLP), uses the address of the said premises as their mailing address.

'Further certified that, I have no objection on using the premises by the LLP ......................(LLP's Name), as its registered office.

Owner of the property

Signature
...................
(Name of the Owner)

Date: ...........
Place: ..........

FORM - 9 FORMAT

Form - 9

Consent to act as a designated partner/partner of a LLP

[See rule 7 and 10(8)]

To,

........... (Name of the LLP) (
LLPIN......................... )
.....................
.............. (Address of the LLP)

Sub: - Consent to act as a designated partner/partner.

I,....................................... (Name of the designated partner/partner), hereby give my consent to act as designated partner/partner of ................. (Name of the LLP), pursuant to Section 7(3) of the Act and certify that I am not disqualified to become a designate partner/partner under the act.

DECLARATION

I declare that I have not been convicted of any offence in connection with the promotion, formation or management of LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any LLP under this Act or any previous company or LLP law in the last five years.

Date: .............
Place: .............

Signature: ...............
Designation: ............

Enclosed: Proof of Identity - PAN
Proof of Address - AADHAAR

SUBSCRIBER'S SHEET FORMAT

Subscribers' sheet

LIST OF PARTNERS/DESIGNATED PARTNERS FORMAT

Detail of LLP(s) and/ or company(s) in which partner/ designated Partner is a director/ partner

Disclaimer: The contents of this article have been prepared in accordance with the relevant provisions, and information available at the time of preparation. The views and opinions expressed in this article are those of the author and the author does not take any responsibility and cannot guarantee that no inaccuracy occurs. This article cannot be quoted without the consent of the author.

The author can also be reached at csvaishalijain.leo@gmail.com\