Limited Liability Partnership

The Limited Liability Partnership (LLP) is a popular choice for entrepreneurs in India, combining the advantages of a partnership firm and a company. An LLP is formed by at least two partners who enter into an LLP agreement. Unlike a traditional partnership, the partners of an LLP have limited liability, and the LLP has perpetual succession like a company.

The concept of LLPs was introduced in India in 2008, regulated by the Limited Liability Partnership Act, 2008. An LLP requires a minimum of two partners, with no maximum limit on the number of partners.

Among the partners, there must be at least two designated partners who are natural persons, and at least one of them must be a resident of India. The rights and responsibilities of designated partners are outlined in the LLP agreement. They are directly responsible for ensuring compliance with the LLP Act, 2008, and the provisions specified in the LLP agreement.

Step 1: Obtain a Digital Signature Certificate (DSC)

To file all the necessary LLP documents online, the designated partners of the LLP must have a digital signature. This can be obtained from government-recognized certifying agencies. The cost of obtaining a DSC may vary, and it is recommended to obtain a class 3 category DSC. Alternatively, you can let a UdhamDigital expert procure the Director Identification Number (DIN) for you, which is covered in the plan for LLP registration with UdhamDigital.

Step 2: Apply for Director Identification Number (DIN)

All designated partners or those intending to be designated partners of the LLP must apply for a DIN. This application is made using Form DIR-3, and scanned copies of documents such as Aadhaar and PAN must be attached. The form should be signed by a Company Secretary or the Managing Director/Director/CEO/CFO of an existing company where the applicant will be appointed as a director.

Step 3: Name Approval

File an LLP-RUN (Limited Liability Partnership-Reserve Unique Name) to reserve the name for the proposed LLP. Before submitting the name, it is advisable to use the free name search facility on the MCA portal to check for similar existing names. The name will be approved if it is not deemed undesirable by the Central Government and does not resemble any existing partnership firm, LLP, body corporate, or trademark. The form must be accompanied by the required fees.

Step 4: Incorporation of LLP

File the FiLLiP (Form for incorporation of Limited Liability Partnership) with the appropriate Registrar to incorporate the LLP. The form includes the option to apply for a DPIN if a designated partner does not have one. The fees specified in Annexure 'A' must be paid. If the applied name is approved, it will be filled as the proposed name of the LLP.

Step 5: File LLP Agreement

The LLP agreement, which outlines the rights and duties between the partners and the LLP, must be filed online using Form 3 on the MCA Portal. This must be done within 30 days of incorporation. The LLP agreement must be printed on stamp paper, with the value of the stamp paper varying by state.

Documents Required for LLP Registration:

A. Partner Documents

• 1. PAN Card/ ID Proof of Partners: All partners must provide their PAN card as the primary ID proof during LLP registration. It is essential to ensure the accuracy and consistency of the spelling of the partner's name, father's name, and date of birth on both the PAN card and address proof documents. In case of any discrepancies, corrections should be made before submitting the documents to the Registrar of Companies (RoC).

• 2. Address Proof of Partners: Partners may submit any one of the following documents as their address proof - Voter's ID, Passport, Driver's license, or Aadhar Card. The details on the address proof document should match exactly with the PAN card. If the partner's name or other information differs between the address proof and PAN card, it should be rectified before submission to the RoC.

• 3. Residence Proof of Partners: Partners should submit the latest bank statement, telephone bill, mobile bill, electricity bill, or gas bill as their residence proof. The bill or statement should not be more than 2-3 months old and must contain the partner's name as mentioned in the PAN card.

• 4. Photograph: Partners are required to provide a passport-size photograph on a white background.

• 5. Passport (for Foreign Nationals/NRIs): Foreign nationals and Non-Resident Indians (NRIs) who wish to become partners in an Indian LLP must compulsorily submit their passport. The passport should either be notarized or apostilled by the relevant authorities in the foreign national or NRI's country of residence. Alternatively, the Indian Embassy located in that country can also authenticate the documents. Proof of address, such as a driving license, bank statement, residence card, or any government-issued identity proof containing the address, also needs to be submitted by foreign nationals or NRIs.

If the documents are in a language other than English, a notarized or apostilled translation copy must be attached as well.

B. LLP Documents

• 1. Proof of Registered Office Address: Proof of the registered office address must be submitted either during the LLP registration or within 30 days of its incorporation.

• (1). If the registered office is rented, a rent agreement and a no-objection certificate from the landlord should be provided. The no-objection certificate signifies the landlord's consent to use the premises as the registered office.

• (2). Additionally, one of the utility bills such as gas, electricity, or telephone bill should be submitted. The bill must display the complete address of the premises, owner's name, and should not be older than 2 months.

• 2. Digital Signature Certificate: One of the designated partners needs to obtain a digital signature certificate. This certificate is required as all documents and applications will be digitally signed by the authorized signatory.