EnglishThe stepwise procedure for the incorporation of the new LLP is discussed as follows:
Step 1: Procure Digital Signature Certificate
Every form or application is filed online with the MCA, which requires it to be signed digitally by the applicants and partners of the LLP. Therefore, the DSC with a validity of 2 years is procured for the Designated Partners of the Limited Liability Partnership. The DSC is associated with the PAN card of the application. It further requires passport-size photographs and address proof.
Step 2: Reserve LLP Name
The new process requires the applicants to fill out the web form named RUN-LLP (Reserve Unique Name – Limited Liability Partnership). A similar web form – RUN is already deployed to secure the company’s name. RUN-LLP has replaced the old form LLP Form 1. The new form has been simplified that requires information related to the desired name, its significance and other basic details.
The application can be made with a maximum of 2 names in preference order providing their significance. The names must comply with the applicable provisions for name reservation. If none of the names is approved by the MCA, another chance is provided to apply two more names.
The government fees for RUN, as per Register Office Fees Rules, shall be Rs 1,000. DSC and DIN are not required for filing of RUN form for reservation of name but account of MCA portal is mandatory. Once the name is allotted for LLP, it is reserved for a period of 90 days from the date of approval.
Step 3: Preparation of Documents for Incorporation of LLP
After approval of the name, the LLP applicant is required to prepare the following documents:
Proof of office address (Conveyance/Lease Deed/Rent Agreement etc. along with rent receipts)
NOC from the owner of the property
Copy of utility bills (not older than 2 months)
Subscription sheet including consent
In case, a designated partner does not have a DIN, it is mandatory to attach: Proof of identity and the residential address of the subscribers
All the DPs should have a digital signature
Detail of LLP(s) and/or Company(s) in which partner or designated partner is a director/partner
Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from Central Government.
Step 4: LLP Incorporation and DIN Application
The major change in the new process is this step and application. Earlier, the incorporation application was supposed to be filed in LLP form 2, which is now replaced with FiLLiP (Form for incorporation of Limited Liability Partnership). The most significant part is the integration of the DIN Allotment Application with the incorporation application. Below mentioned are the features of the application:
DPIN/DIN application for maximum of 2 Designated Partners (DPs) can be made under the application. If there are more than 2 DPs who do not hold DIN, they can be added later by following respective filings.
With this form, the application for name reservation can also be made. However, that is kept at the option of the applicants. The applicants can either choose to reserve their name through LLP-RUN or under this form.
The application is accompanied by required documents including the subscriber’s sheet and registered office address proof. The e-form will be attested by the partners through PAN-based DSC and certified by the practising professional (CA/CS/CWA).
The application will be processed for approval by Central Registration Centre (CRC). If the registrar finds it necessary to call for further documents or information, he may do so by directing for re-submission within 15 days. Another opportunity for re-submission may be provided after re-examination of the application, which again has 15 days period. It is provided that the total period for re-submission of documents shall not exceed 20 days in total.
Upon approval of the application made for LLP registration online, the Certificate of Incorporation (COI) will be issued in form 16 along with DPIN/DIN allotted to the Designated Partners. COI will also consist of the Limited Liability Partnership Identification Number (LLPIN). The date of CoI will be the date of LLP incorporation since when it has come into legal existence. LLP is now entitled to commence business in its name.
Step 5: Apply for PAN and TAN
Unlike the case of the company, the application for PAN and TAN is required to be made separately for LLP through offline or online mode. The applications are made directly to the Income Tax Department and also processed by it. The applications are made in forms 49A and 49B respectively with a Certificate of Incorporation as supporting proof.
Step 6: Drafting and Filing LLP Agreement
The next step will be to draft the LLP Agreement carefully and based on the partners’ requirements. Step-4 and Step-5 both can be processed simultaneously, however, this step would take a little longer to complete than simply making the application.
Notes:
The agreement must be filed with MCA within 30 days of the date of incorporation. The delay leads to a penalty of Rs. 100/day till the date of actual filing.
This is filed in LLP form-3 which remained the same as was in the erstwhile process. Further, the verification and approval are processed by the concerned State RoC instead of CRC as in the case of previous steps.
The name allotted under LLP-RUN will be reserved for a period of 90 days. If the LLP registration application i.e. FiLLiP is not filed in a given period, the name will be expired which can be reserved through a new application.
Only 2 DPIN/DIN can be allotted through FiLLiP. In case, there are more than 2 DPs, the respective partners will be required to obtain DPIN/DIN by filing DIR-3 after incorporation. Then, the LLP need to carry on the addition of Designated Partner or change in designation of Partner, as required.
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