Procedure to incorporate LLP, Step by Step Guide for LLP Formation
Procedure to incorporate LLP (Limited Liability Partnership Firm), Step by Step Guide for Formation of LLP. A form of business organization which has been introduced in India by way of LLP Act, 2008. Which Combines the advantages of both the Company and Partnership into a single form of organization. LLP also limits the personal liability of a partner for the errors, omissions, incompetence, or negligence of the LLPs employees or other agents.
Procedure to incorporate LLP
Procedure to incorporate LLP: To register an Indian LLP, you need to first apply:
- For a Designated Partner Identification Number (DPIN), which can be done by filing eForm for acquiring the DIN or DPIN.
- You would then need to acquire your Digital Signature Certificate (Class-II or above) and register the same on the portal. (please refer Thereafter, you need to get the LLP name approved by the Ministry.
- Once the LLP name is approved, you can register the LLP by filing the incorporation form
Step 1 : Application for DIN or DPIN
(http://www.mca.gov.in/MinistryV2/incorporation.html) All designated partners of the proposed LLP shall obtain “Designated Partner Identification Number (DPIN)”. You need to file eForm DIR-3 in order to obtain DIN or DPIN. In case you already have a DIN (Director Identification Number), the same can be used as a DPIN.
Step 2 : Acquire/ Register DSC
The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the LLP(s) are required to be filed with the use of Digital Signatures by the person authorised to sign the documents.
Acquire DSC –A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000.
Register DSC – Role check can be performed only after the signatories have registered their Digital signature certificates (DSC) with LLP application. To know about it click Register a DSC
Step 3 : New User Registration
To file an eForm or to avail any paid service on LLP portal; you are first required to register yourself as a user in the relevant user category, such as registered and business user(http://www.mca.gov.in/mcafoportal/loadUserRegistration.do?link=loadUserRegistration)
Step 4 : Incorporate a LLP
Apply for the name of the LLP to be registered by filing Form1 at http://www.mca.gov.in/LLP/dca/downloadeforms/eformTemplates/1113-Form1LLP.zip (Application for reservation or change of name) for the same. After that depending upon the proposed LLP, file required incorporation Form 2 a
http://www.mca.gov.in/LLP/dca/downloadeforms/eformTemplates/1122-Form2LLP.zip ( Incorporation document and Subscriber’s statement)
Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved. To know more about e-Filing process refer below steps highlighted in yellow.
Step 5 : 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 ( Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein).
Please follow the steps given below to proceed to do e-Filing:
- Select a category to download an eForm from the LLP portal (with or without the instruction kit)
- At any time, you can read the related instruction kit to familiarize yourself with the procedures (you can download the instruction kit with eform or view it under Help menu).
- You have to fill the downloaded eForm.
- You have to attach the necessary documents as attachments.
- You can use the Prefill button in eForm to populate the grayed out portion by connecting to the Internet.
- The applicant or a representative of the applicant needs to sign the document using a digital signature.
- You need to click the Check Form button available in the eForm. System will check the mandatory fields, mandatory attachment(s) and digital signature(s).
- You need to upload the eForm for pre-scrutiny. The pre-scrutiny service is available under the Services tab or under the eForms tab by clicking the Upload eForm button. The system will verify (pre-scrutinize) the documents. In case of any inadequacies, the user will be asked to rectify the mistakes before getting the document ready for execution (signature).
- The system will calculate the fee, including late payment fees based on the due date of filing, if applicable.
- Payments will have to be made through appropriate mechanisms – electronic (credit card, Internet banking, NEFT, Pay Later) or traditional means (at the bank counter through challan).(a) Electronic payments can be made at the Virtual Front Office (VFO) or at PFO (b) If the user selects the traditional payment option, the system will generate 3 copies of prefilled challan in the prescribed format. Traditional payments through cash, cheques can be done at the designated network of banks using the system generated challan. There will be five banks with estimated 200 branches authorized for accepting challan payments.
- The payment will be exclusively confirmed for all online (Internet) payment transactions using payment gateways.
- Acceptance or rejection of any transaction will be explicitly communicated to the applicant (including facility to print a receipt for successful transactions).
- LLP will provide a unique transaction number, the Service Request Number (SRN) which can be used by the applicant for enquiring the status pertaining to that transaction.
- Filing will be complete only when the necessary payments are made.
- In case of a rejection, helpful remedial tips will be provided to the applicant.
- The applicants will be provided an acknowledgement through e-mail or alternatively they can check the LLP portal.
Compliances after incorporation:
Partnership Act, are required to file the following Forms with the Registrar every year:
|1||Statement of Account & Solvency||Form 8|
|2||Annual Return||Form 11|
How to do the Filing
LLPs can do e-Filing in following ways: – The Designated partner (DP) (in case of LLP) or authorised representative (AR) (in case of Foreign Limited Liability Partnership (FLLP)) can upload the e-Forms on the LLP portal (after registering oneself as a user of the portal) at his convenience from his office/ home. This is the most convenient way of e-Filing
Do you want to convert existing partnership firm into LLP?
Any existing partnership firm that is willing to get converted into LLP will need to apply through Form 17 (Application and statement for the conversion of a firm into LLP. Form 17 needs to be filed along with Form 2 (Incorporation document and Subscriber’s statement).
Do you want to convert an existing private company/ unlisted public company into LLP?
Any private company/ unlisted public company that is willing to get converted into LLP need to apply through Form 18 (Application and Statement for conversion of a private company/ unlisted public company into limited liability partnership (LLP)). Form 18 needs to be filed along with Form 2 (Incorporation document and Subscriber’s statement).
Do you want to start a Foreign Limited Liability Partnership (FLLP)?
Any Foreign LLP can establish its place of business in India by filling Form 27 (Registration of particulars by Foreign Limited Liability Partnership (FLLP)). The eForm has to be digitally signed by authorized representative of the FLLP.
There is no mandatory requirement to apply and obtain DPIN or DIN for Designated Partners of FLLP but the DSC of the authorized representative is mandatory.