LLP is defined and governed under LLP Act, 2008 as that business entity
where having two Designated Partners is minimum requirement and such partners
had their liability limited to their contribution towards the LLP.
The LLP is
viewed as an alternative corporate business vehicle that provides the benefits
of limited liability but allow its members (partners) the flexibility of
organizing their internal structure as a partnership based on mutually arrived
agreement. The LLP form would enable entrepreneurs, professionals and enterprises
providing services of any kind or engaged in scientific and technical
disciplines, to form commercially efficient vehicles suited to their
requirements. Owing to flexibility in its structure and operation, the LLP
would also be suitable for small enterprises and for investments by venture
capital.
Process of Incorporation
1.Deciding
the Partners and Designated Partners of LLP
While deciding the
partners, it is important to know that who can be the partners or designated
partners of LLP, let us know who can be same:
1.
Companies/ Body Corporate registered in or outside India
2.
LLP registered in in or outside India
3.
Individual’s resident in or outside India(Atleast one should be
resident in INDIA)
Remarks: Although it has been mentioned in the Act that atleast one of the
partner should be resident in India, but the form for LLP does not accept any
individual as partner if he is not resident in INDIA)
For incorporating a LLP there
should be atleast two designated partners, where the designated partners or
partners are body corporate or LLP then a nominee has to be appointed to
represent them.
2. Obtain the DSC and DIN of the directors.
Now the individuals intending
to be the partners and designated partners, have to be obtain Digital Signature
from the authorized certifying agency.
DIN/DPIN
After
obtaining the Digital Signature, one has to apply for Director Identification
Number (DIN) in Form DIR-3. There is a fixed fee of Rs. 500 and DIN is
generated in the challan as soon as the payment is done for the form through
online mode.
Attachments for DIR-3
·
Copy of PAN Card (self-attested) (In case of foreign nationals
passport is mandatory)
·
Copy of address proof (Self-attested)(Passport, Voter id card,
Ration Card, DL, Telephone or Electricity Bill, Bank statement which shall not
be older than 2 months)
·
Photograph of the applicant
After getting the DIN, the DSC
of the applicant has to be roll checked on the MCA website under associate DSC
head in MCA services.
3. Apply for name availability (Form-1)
MCA has provided the name
search facility to recognize if any company/LLP exists with the similar name,
if not we can go ahead with name. The name to be applied shall also be checked
at the trademark site by identifying the class of the product available on trademark
site (http://ipindiaonline.gov.in/tmrpublicsearch/frmmain.aspx) if such name is not
reserved by any other company/LLP.
After deciding the appropriate
name of LLP, download LLP Form-1 from MCA for the reservation of name and fill
the appropriate details. Maximum 6 names can be applied with the preference and
significance of the proposed names.
After affixing the DSC of the applicant and successful prescrutiny,
upload the form on MCA portal after logging in by paying the fee of Rs. 200.
Please note that the
residential status of the Designated Partner/Partner should be India, if not
the same can be updated via DIR-6 form which is for change in particulars of
the Director.
Ensure that details filled are
correct as these details will be pre-filled in the Form-2.
4. Apply for Incorporation
The name if approved by the
ROC, it is reserved for 3 months. Now, Form-2 which is for incorporation of LLP
needs to be filed with ROC. Appropriate information has to be filled as
required in the form such as monetary contribution of the partners, registered address
of the LLP, industrial activity etc.
Attachments for LLP Form-2
1. Proof of address of
registered office of LLP (NOC if not owned by the company)
2. Subscribers’ sheet
3. Consent of the Designated
Partners (Form-9)
4. Detail of LLP(s) and/ or
company(s) in which partner/ designated partner is a director/ partner (if
applicable).
After attaching the documents, affix the DSC
of the Designated Partner and Practicing Professional, precrutiny the form and
upload the form on MCA portal.
Fees
for Form 2:
Capital
|
Fees (INR)
|
Upto
100000
|
500
|
More
than 100000 and less than or Equal to 500000
|
2000
|
More
than 500000 and less than or Equal to 1000000
|
4000
|
More
than 1000000
|
5000
|
Note: If the Registrar is satisfied, with the
documentation, he will issue a Certificate of Incorporation which will be
conclusive evidence of formation of LLP. On incorporation LLP-IN will be
issued.
5.
Drafting of LLP Agreement and filing Form-3
LLP agreement has to drafted as per the LLP
Act, 2008 and Rules specified therein. The agreement has to be made between the
Designated partners/Partners who have signed to join the same. The good LLP
agreement should have all the detailing for carrying out the business of LLP. It
should clearly mention the details of the partners, contribution, profit ratio,
rights and obligation of the parties. The agreement can be made as per the
mutual understanding of the partners.
The LLP agreement has to be stamped in
accordance with the Stamp Act applicable in the relevant state where the LLP is
being incorporated.
The LLP agreement has to be filed in Form-3
within 30 days from the date of registration. It is mandatory to file Form-3
before filing Form 8 and Form 11. It is very important to file within 30 days
otherwise the penalty has to be born by the LLP.
Fees
for Form 3:
Capital
|
Fees (INR)
|
Upto
100000
|
50
|
More
than 100000 and less than or Equal to 500000
|
100
|
More
than 500000 and less than or Equal to 1000000
|
150
|
More
than 1000000
|
200
|
After
the forms get approved by the registrar, the LLP can start it business.
