Procedure for LLP Registration

Digital Signature Certificate (DSC) & DPIN:

Digital Signature Certificate (DSC) and Designated Partners Identification Number (DPIN for all the proposed Designated Partner of the Company must be obtained.

Digital Signature is the only secure and authentic way that a document can be submitted electronically. All filings of e-forms on MCA Portal are required to be filed with the use of Digital Signatures by the person authorized to sign the documents. For Obtaining Digital Signature application needs to be made, to licensed Certifying Authority (CA) along with a self-attested copy of Proof of Identity & Proof of Address.

For obtaining DPIN an application in Form No. DIR – 3 should be filed on MCA Portal. DPIN application is processed and approved by the Central Government through the office of Regional Director, Ministry of Corporate Affairs. Form No. DIR – 3 must be accompanied by self-attested copy of PAN, Proof of Identity and a Proof of Address and one recent passport size colour photograph of the Applicant. Pan card is mandatory for Indian Nationals. All the documents must be attested by a practicing professional viz. practicing Company Secretary, Practicing Cost & Management Accountant, or practicing Chartered Accountant.

Name Approval:

Name approval has to be obtained by submitting an application in Form 1 to the Registrar of Companies [“RoC”] through the portal maintained by the Ministry of Corporate Affairs (MCA) on its website www.mca.gov.in. The Applicant can give maximum six names in order of preference. The name once approved by the authority is valid for 3 months. Name approval generally takes 3-5 business days.

Preparation of Incorporation Documents:

After the name approval, incorporation documents shall be prepared. All partners will also sign a subscriber’s statement.

Filing of Incorporation Forms on MCA Portal:

The following forms are required to be filed with the Registrar of Companies:

• Form 2 (Incorporation document and subscriber’s statement for registration of a LLP);
• A Power of Attorney to be executed by Designated Partners of the LLP to a person/s to carry out appropriate changes as suggested by the RoC in any of the incorporation papers that have been filed).

Clarifications/Additional Information Required By ROC:

After filing of Incorporation documents, an officer at the Registrar of Company’s office will scrutinize the application and he may require certain clarifications. These clarifications or enquiry need to be satisfied by the applicant or power of attorney holders in order to get LLP incorporated.

Certificate of Incorporation:

Once all clarifications are provided, the Certificate of Incorporation is issued by the RoC in Form 16 along with LLP Identification Number and the LLP is deemed to be incorporated from the date of the Certificate of Incorporation. Once the Certificate of Incorporation is issued, LLP may apply for PAN, TAN, Bank Account Opening and other tax and regulatory registration as may be required to run the business smoothly.

Filing of LLP Agreement:

After the issuance of Certificate of Incorporation, an LLP Agreement between the partners clearly specifying their rights and obligations will be prepared and executed. The LLP agreement determines the mutual rights and duties of the partners and their rights and duties in relation to limited liability partnership. LLP agreement is a must and it serves as a basic document and, to a certain extent, takes the place of MOA and AOA applicable in the case of a company registered under the Companies Act, 2013.

This LLP agreement is required to be filed with the Registrar within 30 days of incorporation in Form 3. A person becomes a Partner by virtue of LLP agreement.

Bank Account Opening and Remittance of Partner’s Contribution

After incorporation and execution of LLP Agreement between the Partners, a Bank Account in the name of newly incorporated LLP shall be opened by the Designated Partners and the Partners of LLP shall deposit their contribution amount in such bank account.

Minimum Requirements for LLP registration

• Minimum two Partners(at least one shall be resident in India);
• Minimum two Designated Partners (at least one shall be resident in India);
• Partners and Designated Partners can be one and the same person.
• DPIN (Designated Partners Identification Number) for all the Designated Partners;
• DSC (Digital Signature Certificate) for all the Designated Partners;
• LLP Agreement, executed on stamp paper of appropriate value. Stamp duty is determined by Capital Contribution of Partners and differs from state to state.
• Income-tax PAN is a mandatory requirement in case of Indian nationals, AND any one of the Identity Proof (Voter ID/Aadhar Card/Driving License/Passport), any one Proof of Residence (Voter ID/Aadhar Card/Driving License/Passport), Passport is mandatory requirement for proof of identity in case of foreign nationals;
• Registered Office address proof (rent agreement along with latest rent receipt and copy of latest utility bill in the name of landlord and a no objection certificate from the owner of the premises, in case the premises are rented). In case the premises are owned by a Designated Partners, any documents establishing the ownership such as Sale Deed/House Tax receipt etc along with the no objection certificate;