Limited Liability Partnership (LLP)

What is a Limited Liability Partnership (LLP) ?

LLP is a separate legal entity from its partners. Any two or more persons, associated for carrying on a lawful business with a view to profit, may by subscribing their names to an incorporation document and filing the same with the Registrar, form a Limited Liability Partnership. The LLP has a perpetual succession. The liability of the partners are limited to their agreed contribution in the LLP which may be of tangible or intangible nature or both tangible and intangible in nature.

The minimum number of Partners or Designated Partners is 2. The mutual rights and duties of partners of an LLP inter se and those of the LLP and its partners is governed by an agreement between partners or between the LLP and the partners subject to the provisions of the LLP Act 2008.

A firm, private company or an unlisted public company is allowed to be converted into LLP in accordance with the provisions of the Act. Upon such conversion, on and from the date of certificate of registration issued by the Registrar in this regard, the effects of the conversion shall be such as are specified in the LLP Act. On and from the date of registration specified in the certificate of registration, all tangible (moveable or immoveable) and intangible property vested in the firm or the company, all assets, interests, rights, privileges, liabilities, obligations relating to the firm or the company, and the whole of the undertaking of the firm or the company, shall be transferred to and shall vest in the LLP without further assurance, act or deed and the firm or the company, shall be deemed to be dissolved and removed from the records of the Registrar of Firms or Registrar of Companies, as the case may be.

Steps to incorporate a Limited Liability Partnership.

01. Finalizing a Business Name

• 6 names of the LLP should be proposed in Preferential order alongwith suitable justification for the proposed names.
• The proposed names should not be identical or very similar to any existing LLP name.
• Confirmation about availability of a specific business name should be obtained before proceeding ahead with other steps.
• Applicable Form: Form 1
• Check our comprehensive guide on How to Name my company.

02. Registered Office Address.

• All communication from Regulatory authorities are done at this address.
• This can be different from the actual place where the business is conducted.
• The ownership/ rental agreement should be in favour of proposed LLP or Partner or Designate Partners.
• This will govern the selection of State, whose Registrar will be used for registering/ incorporating the proposed company.

03. Obtaining DPIN (Designate Partners Identification Number) for every Designate Partners.

• Applicable Form: Form 7.
• Should be applied individually for every Designate Partners.

04. Obtaining Digital Signature for ALL Designate Partners.

• Digital signatures are now madatory for LLP. ALL Designate Partner should have a digital signature..

05. Obtaining PAN for every proposed Designate Partner or Partner.

• Applicable Form : Form 49A from Income Tax Department.
• Should be applied individually for every Designate Partner or Partner.

06. Submitting various forms for registering the LLP alongwith their applicable fees.

• Incorporation Document & Statement - Form 2
• Filing of LLP Agreement - Form 3. This can be done wihin 30 days of registering the LLP also.
• Partners Details - Form 4.
• Pay applicable fees online or offline for various forms to be submitted.
• All the Forms and Documents should be submitted in Electronic form (eFiling).
• All the forms and documents should be signed by atleast 1 Designate Partner and a professional (Chartered Accountant, Company Secretary or Cost Accountant, Advocate in Full time practice).

07. Obtaining Certificate of Incorporation.

• The Registrar will issue Certificate of Incorporation after verification of all submitted documents.

08. Obtaining PAN for the LLP.

• Applicable Form : Form 49A from Income Tax Department.

09. Register with all other regulatory authorities and obtain necessary permissions.

• Income Tax Department - PAN (Permanent Account Number) and TAN (Tax Deductor Account Number).
• Sales Tax/ VAT registration, if applicable.
• Service Tax, if applicable.
• Provident Fund, if applicable.
• ESIC (Employee State Insurance Corporation).
• STPI/ SEZ registration and custom bonding, if applicable.

10. Rubber Stamps and Seal.

• "For Partner" Stamp, Address Stamp etc.

Documents Required

01. Identity proof of all the Designate Partners. Can be any one of the following.

• Passport.
• Election (voter identity) card.
• Driving license.
• Income-tax PAN card.

02. Address proof of all the Designate Partners. Can be any one of the following.

• Passport.
• Election (voter identity) card.
• Ration card.
• Driving license.
• Electricity bill.
• Telephone bill.
• Bank account statement.

03. Registered address proof of the company.

• Rental Agreement.
• Adress proof of 1 of the Designate Partner.

04. Complete details about every Partners and Designate Partners.

• Full Name.
• Date of Birth.
• Fathers Name.
• Nationality.
• Occupation.
• Residence Address (Permanent and Present).
• 3 Passport size Photographs.