LLP REGISTRATION

LLP REGISTRATION

A Limited Liability Partnership (LLP) is a form of business that offers the combined features of 'partnership' and 'company' business structures. This business form was introduced in India in April 2009 with the enactment of the Limited Liability Partnership Act, 2008.

An LLP combines the advantages of both 'Company' and 'Partnership' in a single business entity. In an LLP, a partner is not responsible or liable for another partner's misconduct or negligence. Instead, all partners have limited liability, limited to their own acts of commission or omission, similar to shareholders' liabilities in a limited company.

However, unlike company shareholders, LLP partners have the right to manage the business directly. An LLP also limits the personal liability of a partner for the errors, omissions, incompetence, or negligence of the LLP's employees or other agents. The management of day-to-day business is outlined in the LLP Agreement, providing partners with the freedom to regulate affairs of the business.

LLP registration is administered by the Ministry of Corporate Affairs (MCA) through the Office of the Registrar of Companies. The incorporation process is fully electronic, similar to the company registration process, i.e. applications and documents are filed electronically and the Registrar issues a digitally-signed Certificate of Incorporation (COI).

CompaniesInn holds the record of registering the fist LLP in India through the online filing system by MCA on 24-04-2009 (CompaniesInn Consulting LLP, LLPIN AAA-0002). Since then, CompaniesInn has helped more than 2500+ entrepreneurs for registering their LLPs across India.

REQUIREMENTS

A.Partners

To register a Limited Liability Partnership (LLP), there should be a minimum of two partners. An individual or a body corporate can become a partner of an LLP. An individual partner, who is an Indian National, should have a Permanent Account Number (PAN) allotted by the Income Tax Department.

B. Designated Partners

An LLP should have a minimum two 'Designated Partners' who are individuals. At least one of them should be resident in India. ie, stayed in India not less than 182 in the previous calendar year. Proposed Directors must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs. Only individuals can be designated as partners in an LLP. Where a body corporate is one of the LLP partners, it shall nominate an individual as its nominee Designated Partner.

C.LLP Name

The name of a Limited Liability Partnership (LLP) shall end with words "Limited Liability Partnership of the acronym 'LLP'. LLP Name has three parts, ie., 'The Name', 'Activity' and words "Limited Liability Partnership' or the acronym 'LLP'. Proposed LLP name is required to be approved by the Registrar of Companies

D.Registered Office Address

LLP should have a registered office address as its statutory communications. An address proof with No-Objection Letter for use of address as Registered Office of LLP from the address owner is also required.

E.LLP Objects

Objects of the LLP refer to proposed business activities. LLP can have any legal business activities that are legal. It is advisable to identify the main objects of the LLP in a particular line of business. The name of the LLP must be in line with the main objects. If the name of the LLP is not describing a particular object, then the LLP can have multifaceted objects.

F.Digital Signature Certificate (DSC)

All documents are filed online with Registrar of Companies. Online Filing of documents to be authenticated by using a Digital Signature Certificate of the Director obtained from the Certifying Authority in India.

G. Professional Certification

Services of a Company Secretary, Chartered Account, Cost Accountant is required to make necessary Certifications and declarations for incorporation of a Limited Liability Partnership (LLP).

DOCUMENTS REQUIRED

A.DESIGNATED PARTNERS (WHO DOES NOT HAVE A DIN)

1. Identity Proof:(i).Indian Nationals – Copy of PAN Card (Self certified)
   
   (II).Non Indian Nationals – Copy of Passport (Self Certified and notarized)
2. Address Proof:(i)Permanent Address Proof: Copy of Passport or Driving License or Aadhaar Card or) or Voter Identity Card or Telephone Bill or Electricity Bill or Bank Statement (Not older than 2 months)
   
   (ii)Present Address Proof : Telephone Bill or Electricity Bill or Bank Statement (Not older than 2 months
3. Passport Size Photos - 3 Nos.

B.PARTNERS (IF THE PARTNER IS NOT A DESIGNATED PARTNER)

1. Identity Proof:(i).Indian Nationals – Copy of PAN Card (Self certified)
   
   (II).Non Indian Nationals – Copy of Passport (Self Certified and notarized)
2. Address Proof:Permanent Address Proof: Copy of Passport or Driving License or Aadhaar Card or) or Voter Identity Card or Telephone Bill or Electricity Bill or Bank Statement (Not older than 2 monthsNotes
   • All the Copies of documents must be self attested by the applicant
   • In case of non-Indian Nationals, the documents are required to be notarized from the home country.
   • The Telephone Bill / Mobile Bill/Electricity Bill / Bank Account Statement must be in the name of applicant and should not be older than 2 months.
   • In case of documents that are in languages other than English, it should be translated to English with the help of a professional translator, carrying his details (name, signature, address, and seal) If the proposed director has a valid Director Identification Number and if he or she is a proposed shareholder, the address in MCA records and should match with present address proof.

C.REGISTERED OFFICE ADDRESS

Copy of Passport or Driving License or Aadhaar Card or Voter Identity Card or Telephone Bill or Electricity Bill or Bank Statement with complete address of proposed registered office of LLP with No-Objection Letter from the address owner for use of address as Registered Office of LLP is also required

LLP REGISTRATION PROCESS

LLP Registration Process can be divided in to 3 stages and the processes involved are as follows:

Stage-I: Pre-Requisites

1. Identify Partners
2. Identify Designated Partners
3. Determine the capital contribution profit sharing ratio by partners
4. Decide Objects of the LLP
5. Decide proposed Names of the LLP
6. Decide the State in which the LLP is to be registered.

Stage-II: Documentation and Registration

1. Obtain Digital Signature Certificate (DSC) for Designated Partners
2. Obtain Director Identification Number (DIN) for Directors.
3. Apply for LLP Name
4. Letters of Consent from each Partner and Designated Partner
5. Execute LLP Registration Documents (after name approval)
6. Submission of LLP Registration Documents to the Registrar of Companies (ROC)
7. Registration and Certificate of Incorporation

Stage-III: LLP Agreement

1. Drafting and Execution of LLP Agreement by partners
2. Filing of LLP Agreement with Registrar within 30 days of registering the LLP.

LLP NAME GUIDELINES

LLP Name approval and allotment process in India is admistered by the Ministry of Corporate Affairs (MCA) as per the Limited Liability Partnership Rules 2009.

A name shall not be allotted to an LLP if;

• It includes any word or words which are offensive to any section of the people;
• the proposed name is the exact Hindi or English translation of the name of an existing limited liability partnership in English or Hindi, as the case may be;
• the proposed name has a close phonetic resemblance to the name of a LLP in existence, for example, J.K. LLP., Jay Kay LLP;
• it includes the word Co-operative, Sahakari or the equivalent of word 'co- operative' in the regional languages of the country;
• it connotes the participation or patronage of the Central or State Government, unless circumstances justify to, e.g., a name may be deemed undesirable in certain context if it includes any of the words such as National, Union, Central, Federal, Republic, President, Rashtrapati, etc;
• the proposed name contains the words 'British India';
• the proposed name implies association or connection with any Embassy or Consulate or of a foreign government which suggests connection with local authorities such as Municipal, Panchayat, Zila Parishad or any other body connected with the Union or State Government;
• the proposed name is vague like D.I.M.O. Limited liability partnership or I.V.N.R. Limited liability partnership or S.S.R.P Limited liability partnership;
• it is different from the name or names of the existing limited liability partnership only to the extent of having the name of a place within brackets before the word 'limited liability partnership', for example, Indian Press (Delhi) LLP should not be allowed in view of the existence of the LLP named Indian Press LLP;
• it includes name of registered Trade mark, unless the consent of the owner of the trade mark has been produced;
• the proposed name is identical with or too nearly resembles the name of a firm or LLP or company incorporated outside India and reserved by such firm, LLP or company with the registrar in accordance with these rules;
• it is identical with or too nearly resembles the name of the limited liability partnership or a company in liquidation or it is identical with or too nearly resembles names of the LLP or a company which is struck off, up to the period of 5 years;
• it includes words like 'Bank', 'Insurance' and 'Banking', 'Venture capital' or 'mutual fund' or such similar names without the approval of the regulatory authority;
• it is intended or likely to produce a misleading impression regarding the scope or scale of its activities which would be beyond the resources at its disposal;
• the proposed name includes words like French, British, German etc., unless the partners satisfy that there is some form of collaboration and connection with the foreigners of that particular country or place, the name of which is incorporated in the name;
• the proposed name of limited liability partnership includes the words company secretary, chartered accountant, advocates or such similar words as indicative of a profession, as part of the proposed name, the same shall be allowed only after obtaining approval from the Council governing such profession or such authority as may be nominated by the Central Government, in this behalf.

Reservation of Name by Foreign LLP

A foreign LLP or a foreign company can reserve its existing name (by which it is registered in the country of incorporation) for registering an LLP in India. Such reservation can be made initially for three years and can be renewed on a fresh application.