INCORPORATION OF LIMITED LIABILITY PARTNERSHIP

Before the incorporation of LLP, the minimum number of partners must be 2 and the partners must decide on their own, who will be their designated partners.

Documents Required

  • Pan Card of all partners.
  • Aadhaar card with address of all partners.
  • Bank statement of 3 months or 1st page of passbook with the latest 3 months entries of all partners.
  • Photo – All partners.
  • Proof of Identity (Driving license, Voter ID or Passport) of all partners.
  • All partners qualification, mobile number, and place of birth & email id.
  • Proof of registered place of business – if owned = latest electricity bill/ if rented = electricity bill, Other Utility Bill, NOC along with Self attested pan card of the owner, and rent agreement.
  • Main business objectives in details of the LLP.
  • Capital Contribution of each partner.
  • Profit Sharing ratio of each partner.
  • Two proposed names of the LLP for application of name.
  • Digital Signature and DIN number (if available).
  • MOA, AOA, registration number and Certificate of Incorporation of the partner company, if any.
  • Authorized Director Details of the partner company.
limited liability partnership

Incorporation:

  • Name Reservation: The first step for incorporating LLP is to apply for name reservation. The name of the LLP should be It shouldn’t be similar or identical to other existing company or LLP registered. While applying the name of the LLP, care should be taken to ensure that the name is not similar either to the registered trade mark or is offensive.
    • Following are the instances where the name applied for LLP will not be accepted:
      • The name is a close phonetic resemblance of an existing LLP.
      • The name applied is just a Hindi or English translation of an existing LLP in English or
      • If the name indicates any relation with the state or central For e.g., having words such as union, central, republic, president, etc.
      • The proposed name indicates any relationship with the embassy or consulate of a foreign government which suggests that there is any connection with local or state or central
      • If the name applies include the term ‘British India’.
      • If the name applies include the term co-operative, sahakari or the equivalent regional word for co-
      • The name is vague such as S.P.S Limited liability partnership.
  • The name applied is different from the existing name of a LLP only to the extent of having a name of place in the brackets before the word limited liability partnership. For e.g., Saurabh Films (Mumbai) LLP will be rejected as Saurabh Films LLP is already registered.
  • The name applied for reservation is identical to the name of the existing company or LLP which is struck off, up to the period of 5
  • The name applied for LLP includes the word such as “Bank”, “Banking”, “Insurance”, “Venture Capital” or “Mutual Fund” without obtaining prior approval of the relevant regulatory or
  • The name includes the words of a profession such as chartered accountant or advocate without obtaining prior approval of the council or institution governing such
  • The name includes the words such as German, French, , without any connection with foreigners of that particular country or place, the name which is incorporated in the name.
  • The name is likely to give a misleading impression regarding the scale or scope of activities which fall outside the resources at the disposal of LLP.
  • The name for reservation shall be applied in the online form RUN-LLP (Reserve Unique Name – Limited Liability Partnership). The government fees for name reservation shall be 200/-.
  • The RUN-LLP form allows reserving two names in preference order.
  • Once the name is reserved, the LLP has a period of 90 days to complete further

Form for Incorporation of Limited Liability Partnership (FiLLiP):

  • Once the name reservation is applied, the next step is to begin filing FiLLiP.
  • The contents of FiLLiP includes:
    • SRN of the RUN-LLP form when the name is approved.
    • Address of registered office of LLP. Here, we have to attach some documents such as proof of address along with NOC, if applicable (Conveyance/ Lease deed/Rent Agreement along with rent receipts); Copy of the utility bills (not older than two months)
    • Primary industry sub class (as per NIC codes 2008) and Main industrial activity- NIC code.
    • Total number of designated partners.
    • Details of individual designated and non-designated partners.
    • Attachments of partners such as proof of identity, residential proof, etc., and where a body corporate is appointed as designated partners then attachments shall be the copy of the resolution on the letterhead of such body corporate to become a partner in the proposed LLP and a copy of resolution/ authorization of such body corporate also on a letterhead mentioning the name and address of an individual nominated to act as nominee/designated partner on its behalf.
    • Contribution by the partners to the LLP.
    • Area code, AO type, Range code, AO No., Business/ Profession Code for applying PAN & TAN.
      Consent by designated partners.
  • The government fees for filing FiLLiP shall be minimum Rs. 500/- .
  • Once FiLLiP is submitted, Limited Liability Partnership Identification Number (LLPIN) will be generated.

LLP Agreement:

  • After completing Form for Incorporation of Limited Liability Partnership (FiLLiP), LLP agreement should be made between partners.
  • The LLP agreement should include the following details:
    • LLPIN of the LLP.
    • Name of the LLP.
    • Registered office of the LLP.
    • Commencement and Term of the LLP.
    • Capital Contribution by the partners.
    • Interest on Capital or Loan.
    • Common Seal.
    • Business of the LLP.
    • Admission of New Partner.
    • Remuneration of Designated Partners.
    • Rights of the Designated Partners.
    • Duties of the Partners.
    • Meeting.
    • Duties of Designated Partners.
    • Cessation of Existing Partners.
    • Extent of Liability of LLP.
    • Bank account of LLP.
    • Arbitration.
    • Miscellaneous Provisions.

Form 3 – incorporation for LLP agreement and Changes:

  •  The final step is to file online Form-3 with the minimum government fees of Rs. 50/-.
  • The LLP agreement made above is to be attached in this FORM.
  • LLP Form 3 includes the following contents:
    • LLPIN, Name, Address, Jurisdiction and Email-ID of the LLP.
    • Place at which the initial Agreement was made.
    • Date of Ratification, in case initial agreement was made prior to incorporation.
    • Business activities to be carried on by LLP on incorporation.
    • Obligation to contribute- Total Number of partners as on the date of filing the Form, Details of each partner to contribute money or property or other benefit or to perform services and their profit sharing ratio & Total Monetary value of partners’ contribution in the LLP.
    • Mutual Rights and Duties of Partners.
    • Restrictions, if any, on the partners’ authority.
    • Management and Administration of LLP.
    • Details of indemnity clause, if any.
    • Details of agreement relating to admission, retirement, cessation, expulsion and resignation.
    • Clause relating to resolution of disputes.
    • Information relating to duration of LLP, if any.
    • Information relating to voluntary winding up.
    • Information of clauses in the agreement.
    • Any other information or clause relating to the LLP Agreement not covered above.
    • Information with regard to changes (addition, omission or alteration) in the LLP Agreement.
    • Reason for changes in agreement.
    • Details of changes in business activity.
    • Details of changes in partners’ contribution, profit sharing ratio, and changes in designated partners, etc.
    • Other changes.

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