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Procedure of Incorporating LLP

Published Date: 05-Mar-2020 11:33 AM

Introduction:

There are various forms of business entities in India, like the formation of a sole proprietorship, HUF, Partnership Firm, Limited Liability Partnership, One Person Company, Private Limited Company, Public Limited Company, etc.

LLP is a corporate business vehicle that enables professional expertise and entrepreneurial initiative to combine and operate in a flexible, innovative and efficient manner, as a hybrid of companies & partnerships providing benefits of limited liability while allowing its members the flexibility for organizing their internal structure as a partnership. Limited Liability Partnership (LLP) was introduced in India by implementing the Limited Liability Partnership Act, 2008. The aim of the introduction of a Limited Liability Partnership (LLP) is to create an easy business environment for the people. 

Nature of LLP:

  • LLP is a body corporate formed and incorporated under LLP Act and is a legal entity separate from that of its partners.
  • It shall have perpetual succession.
  • Any change in the partners of LLP shall not affect the existence, rights, or liabilities of LLP.
  • Any individual or body corporate may be a partner in an LLP.
  • Every LLP shall have at least two partners. Every LLP shall have at least two designated partners who are individuals, and at least one of them shall be a resident in India.
  • No minimum capital contribution is required.
  • The minimum and maximum number of partners for incorporating an LLP are two, and there is no limit on the maximum number of partners. The rights and duties of partners are governed by scheduling one of the LLP Act unless the LLP and partners create an LLP agreement. The self-agreed LLP agreement provides the flexibility and contractual freedom to partners, to fulfill their objective and interest of the partners and their organization. LLP agreement is mandatory compliance in the case of LLP firms for the smooth long term functioning of LLP.

    New Process of Incorporation of LLPs:

    The Ministry of Corporate Affairs (MCA) of India notified revised rules for the Incorporation of Limited Liability Partnership (LLPs) effective from 02nd October 2018.

    1. Reservation of Unique Name (Web Form): The first step in the incorporation of an LLP is to choose an appropriate name and making an application in RUN (Reserve Unique Name) LLP form with proposed two names of the LLP along with proposed objectives of the LLP. Upon receipt of an application, the Registrar may reserve the name for three months from the date of intimation by the Registrar. Introduction of a Web Service titled ‘RUN-LLP (Reserve Unique Name – Limited Liability Partnership)’ replacing the erstwhile Form 1 LLP (Application for reservation or change of name).
    2. Obtaining Director Identification Number (DIN) and Digital Signature Certificate (DSC) of all the Designated Partners: DIN can be applied while incorporating a new LLP in case the proposed partners does not have valid DIN, without filing of any separate E-form DIR-3 (Application for allotment of DIN) for DIN application to Central Government. So, DIN will be obtained along with LLP incorporation. In case a partner is having DIN (Director Identification Number), the same can be used as a DPIN.
    3. Filing for Incorporation: Introduction of a new integrated Form FiLLiP (Form for incorporation of Limited Liability Partnership) replacing the erstwhile Form 2 (Incorporation document and subscriber’s statement) and combining therein three services, i.e., 
      • Name reservation 
      • Allotment of Designated Partner Identification Number (DPIN/DIN); 
      • Incorporation of the LLP. 

      Once the name is approved, the name approval letter will be issued. Further, the next step is to file the eForm FiLLiP (Form for incorporation of Limited Liability Partnership) within three months from the date of procuring the name approval letter, and FiLLiP deals with the incorporation of a new LLP and/or application for allotment of DIN/DPIN. This eForm is accompanied by all supporting documents, including KYC details and documents of designated partners, partners, etc., details regarding the registered office address. Once the eForm is processed and found complete, an LLP is registered, and LLPIN is allocated. Also, DINs/DPINs gets issued to the proposed designated partners/nominee of body corporate designated partners who do not have a valid DIN/DPIN. Maximum 2 designated partners are allowed for using this integrated form for allotment of DIN/DPIN while incorporating an LLP.

    4. File LLP Agreement: After incorporation of LLP, an initial LLP agreement is to be filed within 30 days of incorporation of LLP. The user has to file the information in Form 3 concerning the Limited Liability Partnership Agreement.

    Conclusion:

    The online LLP registration process is redesigned with the aim of Ease of Doing Business. The redesigned process is likely to bring down the processing time of applications by CRC, which could be such a relief for the applicants. Now the processing of the e-forms viz. RUN-LLP and FiLLiP are now centralized by the Registrar in the hands of the Central Registration Centre (CRC) for and on behalf of the jurisdictional Registrar.