5 Apr 2019, 14:26 — 7 min read
Background: A Limited Liability Partnership (LLP) is one in which some or all partners have limited liabilities. Ravi Kariya, Director of Ebiz Filing India Pvt Ltd explains the 8 steps to form an LLP in India.
Limited Liability Partnership (LLP) was introduced in India by way of the Limited Liability Partnership Act, 2008. A Limited Liability Partnership (LLP)is a partnership in which partners have limited liabilities. It therefore can exhibit elements of partnerships and companies both. In an LLP, each partner is not responsible or liable for another partner’s misconduct or negligence. Minimum two partners are required to incorporate an LLP. There is no defined upper limit on the maximum number of partners in an LLP. Among the partners, at least one of them should be resident in India.
The average time taken to complete an LLP registration is about 15 to 20 working days, subject to government approvals.
8 easy steps to get started with your LLP
Step 1: Obtain Digital Signature Certificate (DSC)
Every form or application filed online with the Ministry of Corporate Affairs (MCA), requires to be signed digitally by the applicants and partners of the LLP. Therefore, the DSC with usually a validity of two years is obtained for the designated partners of the Limited Liability Partnership. The DSC is associated with the PAN card of the application. It additionally requires passport size photograph and address proof.
Step 2: Obtain LLP Name Approval
The applicant has to then file a web form named RUN-LLP (Reserve Unique Name – Limited Liability Partnership). RUN-LLP has replaced the old 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 maximum two 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.
Once the name is allotted for LLP, it is reserved for a period of 90 days from date of approval.
Step 3: LLP Incorporation (including DIN Application)
The major change in the new process is this step and application. Earlier, the incorporation application was required 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 integration of DIN Allotment Application with incorporation application. Below mentioned are the features of the application:
The application is accompanied with required documents including the subscriber’s sheet and registered office address proof. The e-form will be digitally signed by the partners through their DSC and certified by the practicing professional (CA/CS/CWA).
Step 4: Processing of LLP Application
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, it may do so by directing for re-submission within 15 days. Another opportunity of re-submission maybe provided after re-examination of application, which again has 15 days period. Total period for re-submission of documents does 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. The business can now be commenced in LLP’s name.
Step 5: Apply for PAN
Unlike the in case of company, the application for PAN 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 form 49A with Certificate of Incorporation as supporting proof.
Step 6: Apply for TAN
Application for TAN is to be made by applying in form 49B through online or offline modes. Know more here on what TAN is and why you need it.
Step 7: Preparing and Filing of LLP Agreement
This is an important step of LLP incorporation procedure. An LLP Agreement has to be drafted very carefully and should take into consideration various points. The name, business object, place of business and all other essential details of LLP will be taken care of in the Agreement. Other clauses will be capital, profit sharing ratio, rights and responsibilities of partners, etc.
Once the LLP Agreement is reviewed and agreed upon by the partners, it will be executed by payment of stamp duty. The agreement will be executed by payment of stamp duty, which depends on the respective State Stamp Act where the registered office of the LLP is situated. Then with signature by partners and attestation by the witnesses, the agreement will be executed.
Note: The agreement must be filed with MCA within 30 days of date of incorporation. The delay means a penalty of Rs 100/day from the date of default till the date of actual filing.
This is filed in LLP form-3. Further, the verification and approval is processed by the concerned State RoC instead of CRC.
Step 8: Obtain GST Registration for LLP
GST Registration for LLP is the last step. GST Registration is not mandatory for an LLP. However, it is required to be obtained if LLP is expected to deal in inter-state transactions. It is advisable to obtain GST Registration if LLP proposes to incur expenses or buy goods, which have GST element in the same.
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Disclaimer: The views and opinions expressed in this article are those of the author and do not necessarily reflect the views, official policy or position of GlobalLinker.
Posted byRavi Haresh Kariya
ebizfiling is a motivated and progressive concept conceived by like –minded people, which helps small, medium and large businesses to fulfill complex compliance requirements...
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