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How to register an LLP using FiLLip Form

Documents required for registering an LLP

Identity And Address Proof of Partners

  • Copy of PAN Card or Passport (Foreign Nationals & NRIs)

  • Copy of Aadhar Card/Voter’s ID/Passport/Driver’s License

  • Copy of the latest bank statement/telephone or mobile bill/electricity or gas bill

  • Copy of passport-sized photograph specimen signature (blank document with signature [directors only])

Registered Office Proof

  • Copy of the latest bank statement/telephone or mobile bill/electricity or gas bill

  • Copy of Notarized rental agreement in English

  • Copy of No-objection certificate from the property owner

  • Copy of sale deed/property deed in English (in case of owned property)

 
 

Why register an LLP?

Registering an LLP offers many benefits with the main benefit being the limited liability of partners. The members of the firm are only liable for a small amount of debt incurred by it. This is entirely different from proprietorship and partnership where the personal assets of directors and partners are not protected if the business becomes bankrupt. Registering an LLP in India offers the following benefits-

  • LLP is a separate legal entity from the partners. Each partner can sue the other in case a situation arises. It has an uninterrupted existence that follows perpetual succession, i.e., the partners might leave, but the business remains. A term of dissolution has to be mutually agreed on for the firm to dissolve.

  • Transferring the ownership of LLP is also simple. A person can quickly be inducted in as a designated partner and the ownership switches to them.

  • LLPs having a capital amount less than 25 lakhs and turnover below 40 lakhs per year do not require any formal audits. It makes registering as LLP beneficial for small businesses and startups.

  • An LLP has partners, who own and manage the business. This is different from a private limited company, whose directors may be different from shareholders. For this reason, VCs do not invest in the LLP structure.

  • An LLP can own or acquire property because it is recognized as a juristic person. Partners of LLP cannot claim the property as theirs.

 
 
 
 
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BENEFITS OF INCORPORATING A COMPANY
incorporated llp is a separate legal entity
induction of partner is simple in llp incorporation
no audits required in incorporating llp
in incorporated llp there is no distiction in owner and partner

It is a separate legal entity from its partners.

Induction of partner is simple.

No requirement of audits for small business.

No distinction between owner and partner.

Steps to register an LLP in India

1. Obtain DSC and DPIN of partners

The first step is to obtain the DSC of the desired partners of the Limited Liability Partnership. The reason for this is that all the forms need to be submitted online and require the partners' digital signatures.

The law also requires that all partners file for a DPIN number. The application has to be made in Form DIR- 3.

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Get your Digital Signature now only at ₹ 1,499!
 
 
 

2. Application For Name Approval

This process involves registering the LLP. Before you do this, you would need to see if the name is already taken. Availability of the name can be checked in the MCA website using the following steps. 

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Step 1 - Click here to check the proposed name is available for the LLP

Check Company/LLP Name availability in MCA Portal

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Get a Free expert consultation now!

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Get a Free expert consultation now!

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Step-2 After Clicking search if the same or similar name is NOT USED, the following dialog box will appear

LLP/ Company Name availability

Step-3 Now that we have seen the name is available, there are two options. Either go ahead with the registration or reserve the unique name(RUN). RUN is mainly recommended for people who are not going to register an LLP immediately but at some future date. For such people, it is advisable to reserve their proposed name so that it can't be used by anyone else.

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3. Filling Form FiLLip for registering an LLP

The entire process of registration of an LLP is online and is done through a pdf that can be downloaded from the MCA website using the link here

Step 1 - Download the FiLLip form using this link

Download LLP FiLLip form on MCA Portal

Step 2 - Unzip the downloaded zip file and open LLP_FiLLiP.pdf. You will need an Adobe Acrobat reader to read the file. You can read the file using this link

Step 3 - Please follow the instructions below 

SRN of LLP Run. Registrar of LLP is to be registered
New incorporation/ formation of LLP. Industrial Activity Code or Business Activity code portal on MCA for filling LLP Fillip for or for filling Spice+ Part B
DPIN/DIN of partners or Directors. Get a Digital Signature Certificate online. Proposed or approved name of LLP or Company of MCA portal. RUN LLP. RUN company
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Trademark Registration. Whether to register a trademark.  Monetary Contribution/ Paid up share capital by partners. Addendum ot LLP Fillip
How to fill Form 9, LLP Consent and subscribers sheet. Signature and details of professional in Form 9(LLP Consent form) and Subscribers sheet. Details of professional witness

The format of the LLP Consent(Form 9) and Subscribers sheet can be downloaded here

Please NOTE - The witness in the Subscriber's sheet should be a Chartered Accountant(CA)/ Company Secretary(CS) / an Advocate.

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DIN/ DPIN of existing partners or directors in other Companies or LLP. Montetary Contribution of such director or Partner

If the partner already has a DIN/DPIN as per point 7, enter his/her DPIN/DIN an click Pre-fill

Details of partners without a DIN/DPIN
Trademark Registration. Whether to get a trademark registration. whether a trade mark registration has been obtained. Monetary/ Cash contribution by all partners in the LLP. addendumm to LLP FiLLip has been attached.
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Get your LLP Registered only at ₹1,999!
Proof of address of Registered office of LLP. Form 9(Subscribers Sheet) including consent. Approval of regulatory authority for carrying on business. Details of LLP's or Company in which partner/designated partner is a director/ partner. Approval/ application for trademark registration. Proof of identity and address of Partners. No objectiion certificate from landlord or owner of property format.
Digital Signature of designated partner along with DIN/ DPIN/ PAN. Declaration by a Advocate/ Company Secretary/ Chartered Accountant/ Cost Accountant in practice. Digital Signature Certificate of Advocate/ Company Secretary/ Chartered Accountant/ Cost Accountant in whole time practice
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Get your LLP Registered only at ₹1,999!

4. Uploading the form onto the MCA Portal

The last step is to upload the FiLLip form onto the MCA portal. Please ensure that the form after affixing all Digital Signatures is less than 6 MB. In order to upload the file, you will need to create an account on the MCA website. Click here to upload the FiLLIp form.

Upload LLP Fillip Form on MCA portal. use SRN number in case of resubmission. note the SRN number upon submission.

5. Making the payment and saving the SRN number 

Once the form has been submitted, you will be automatically redirected to make the payment. Once the payment has been made a challan will be generated along with a Service Request Number(SRN). Store the challan safely as you will be needing it for future references.

Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will be changed to Approved.

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Get your LLP Registered only at ₹1,999!

6. Filing the LLP Agreement

Once the form has been approved, an incorporation certificate will be issued. An LLP agreement will need to be issued within 30 days of incorporation of LLP.

LLP agreement governs the mutual rights and duties amongst the partners and also between the LLP and its partners.

  • LLP agreement must be filed in Form 3 online on the MCA Portal

  • Form 3 for the LLP agreement has to be filed within 30 days of the date of incorporation.

  • The LLP Agreement has to be printed on Stamp Paper. The value of Stamp Paper is different for every state.

An LLP agreement will need to be issued within 30 days of incorporation of LLP. The format for the LLP agreement can be downloaded here.

Format of LLP agreement:

LLP AGREEMENT

Of

 

 XXXX          LLP

(As per Section 23(4) of the Limited Liability Partnership Act, 2008)

                         This Agreement of LLP made at XXXX on this __DATE___.

BETWEEN

  1. _____ (An Indian Resident) residing at ____ which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the FIRST PARTY.

AND

  1. ______ (An Indian Resident) residing at _____which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the SECOND PARTY.

​   3.

(THE FIRST AND THE SECOND PARTY SHALL BE COLLECTIVELY REFERRED TO AS DESIGNATED PARTNERS AND THE THIRD PARTY SHALL BE REFERRED TO AS PARTNER)

NOW, the above Parties are interested in forming a Limited Liability Partnership under the Limited Liability Partnership (LLP) Act, 2008 and that they intend to write down the terms and conditions of the said formation and;

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

 

   1. LLPIN (Limited Liability Partnership Identification Number):

The LLPIN is: ___

   2. NAME:

A Limited Liability Partnership shall be carried on in the name and style of XXXX LLP and hereinafter called as LLP.

   3. REGISTERED OFFICE:

The registered office of the LLP will be situated at ADDRESS

   4. DATE OF COMMENCEMENT:

 

The LLP as constituted under this Deed shall be deemed to be have commenced on the XXth day of XXXX, YYYY.

           

   5. BUSINESS:

The business of the LLP shall be:

Description of the business.

   6. CAPITAL CONTRIBUTION:

 

The total contribution of the Partners in the LLP shall be Rs. XXXX (Rupees Ten Thousand Only) which shall be contributed by the Partners in the above proportions. The further Contribution, if any, required by the LLP shall be brought by the Partners in their existing capital contribution ratio or at any ratio as agreed and decided by all of the partners.

    7. NET PROFIT/ LOSS OR DISTRIBUTION OF PROFITS

The net profits of the LLP arrived at after providing for payment of remuneration to the working Partners or designated Partners and interest to Partners on the loan given by them shall be divided by the Partners in the following ratio:

 

The losses of the LLP including loss of Capital, if any, shall be borne and paid by the Partners in their Profit sharing ratio.

    8. DESIGNATED PARTNERS:

 

 

 

 

   9.PARTNERS:

   

 

   10. ACTS, THINGS REQUIRED TO BE DONE BY A DESIGNATED PARTNER IN RESPECT OF THE COMPLIANCE OF THE PROVISIONS OF THE LLP ACT:

 

  • Every designated partner to obtain a DIN (Director Identification Number).

  • Designated Partners to give at least 90 days prior notice before resigning from the LLP.

  • Prior consent of the Designated Partner is obligatory before becoming a designated partner.

  • Every partner shall cease to be a partner in accordance with the LLP agreement and not

  • Resigning partner to file notice of resignation with the Registrar if he/she has reason to believe that LLP would not file the same with Registrar.

   12. PARTNERS’ POWERS & DUTIES:

       Powers, Duties and Authority of each Partner

       1. Powers of Partners:

Unless otherwise decided, all the Partners hereto shall have the following powers:

  • The rights, title and interest in all the assets and properties in the said LLP in the proportion of their Contribution to the Capital of the LLP.

  • Shall have access to and rights to inspect and copy Account books of the LLP, unless it is proved detrimental to the functioning of the LLP.

  • Engage or dismiss employee/s of the LLP.

  • Each of the Partner hereto shall be entitled to carry on their own, separate and independent business as hereto he/she might be doing or he/she may hereafter do as they deem fit and proper and other Partners and the LLP shall have no objection thereto provided that the said Partner has intimated the said fact to the LLP before the start of the independent business and moreover he/she shall not be engaged in any business which is same or similar to the nature of business in which LLP is engaged and shall not directly or indirectly use the name of the LLP to carry on the said independent business.

  • If any Partner shall advance any sum of money to LLP over and above his/her due contribution to Capital, the same shall be a debt due from the LLP to the Partner advancing the same and shall carry simple interest at the rate of 12 (Twelve) % per annum or any other rate as may be decided by all the Partners.

  • LLP shall have perpetual succession. So, death, retirement or insolvency of any Partner shall not dissolve the LLP.

  • On retirement of a Partner, the retiring Partner shall be entitled to full payment in respect of all his/her rights, title and interest in the LLP. However, upon insolvency of a Partner his/her rights, title and interest in the LLP shall come to an end. Upon the death of any of the Partners the heir/executors/administrator of such deceased partner would be admitted as decided mutually between existing partners. The heirs, executors and administrators of such deceased Partner shall be entitled to and shall be paid the full payment in respect of the right, title and interest of such deceased partner.

  • On the death of any Partner, if his/her heir opts not to become the Partner, the surviving Partners shall have the option to purchase the contribution of the deceased Partner in the LLP.

       2. Duties of Partners:

 

Unless otherwise decided, all the Partners hereto shall have the following duties:

  • Each Partner shall be just and faithful to the other Partners in all transactions relating to the

  • Each Partner shall render true accounts and full information of all things affecting the LLP to any Partner.

  • Every Partner shall account to the LLP for any benefit derived by him/her without the consent of the    LLP of any transaction concerning the LLP, or for any use by him/her of the property, name or any business connection of the LLP.

  • Punctually pay and discharge the separate debts and engagement and indemnify the other Partners and the LLP assets against the same and all proceedings, costs, claims and demands in respect thereof.

  • Designated Partners are responsible for doing all the acts required to be done in accordance with the provisions of the Limited Liability Partnership (LLP) Act 2008.

      3. Authority of Partners:

  • A Partner may lend money and transact other business with LLP and has the same rights and obligations with respect to loan or other transaction as a person who is not a Partner.

 

       4. Mutual Rights & Duties of Partners:

  • Mutual Rights and Duties of the Partners shall be governed by the LLP agreement.

  • Changes in the LLP Agreement from time to time, if any, must be filed with the Registrar of LLP.

  • Agreement in writing made before incorporation of LLP may be binding, if ratified by all the Partners after incorporation.

  • Person may cease to be a Partner in accordance with the LLP agreement, and he/she shall give 90 days prior notice to the LLP.

  • Retiring Partner shall not have any right to interfere in future working of the LLP.

  • Partner shall intimate to the LLP any change in his/her name, address or other details.

  • Mutual Rights & Duties of LLP and Partners:

  • All Partners will be agents of LLP but not that of other Partners.

  • LLP or other Partners have no liability if a Partner does anything:

 

          1. For which he has no authority.

          2. The person who is dealing with the Partner knows or has reason to believe that the Partner has no authority.

  • LLP shall not be liable to any person, if a Partner does something which is wrongful by exceeding his/her authority and the said Partner shall be personally liable.

  • Obligation of LLP arising out of contract or otherwise shall solely be that of LLP and not that of

  • No Partner shall be liable directly or indirectly for any wrongful act, deed or omission done by other Partner/s.

          5. Restrictions on Partners’ Authority:

 

Unless otherwise decided, no Partner shall:

  • Without the written consent of majority of Partners, holding Capital of 51% of the total Capital of the LLP, transfer or assign his/her interest or capital contribution in the LLP to any third party other than the existing Partners.

          6. Management & Administration:

          7. Acts, matters or things to be done with the requisite number or percentage of Partners:

  • The LLP, may, in addition to the registered office address, declare any other address as its Address for service of documents, under sub-section (2) of section 13. The consent of all the Partners of the LLP shall be required for such declaration.

  1. Manner of Obtaining Consent:

  • By Resolution passed in the meeting of the Partners and signed by majority of the Partners.

  • Procedure for calling, holding and conducting meetings:

  • The meeting of Partners may be called by giving 2 days notice. In case if any urgent meeting is called the notice requirement is to be ratified by all the Partners.

  • The meeting of the Partners may be called by sending 2 days prior notice to all the Partners at their residential address or by email or by fax or in case of urgent meeting the same can be called by telephonic conversation but the notice requirement is to be ratified by all the Partners subsequently.

  • The matter discussed in the LLP meeting shall be decided by a resolution passed by a majority (51% or more share in Capital of LLP) in votes of the Partners, and for this purpose, each Partner shall have voting rights equal to his/her Capital Contribution ratio.

  • The meeting of Partners shall ordinarily be held at the registered office of the LLP or at any other place as per the convenience of special majority of Partners.

  • Subject to and so far as it is permitted by the Law, any meeting of the Partners can be held by participation of the Partners through tele-conferencing, video conferencing where the Partners are at different places, provided that each Partner who participates is able:

  • To hear each of the other participating Partners or members addressing the meeting; and

  • If he/she so wishes, to address all the other members or Partners simultaneously, whether directly, by conference telephone, videophone or by any other form of communications equipment (whether in use when this Agreement is executed or developed subsequently) or by a combination of those methods;

  • A meeting held in this way shall be deemed to be taken place where the largest group of participating Members or Partners is assembled or, if no such group is readily identifiable, at the place from where the Chairman of the meeting participates.

  • The LLP may as and when required, decide to record the decisions taken at the meeting of the Partners and maintain a Minutes book which may be kept at the registered office of the LLP or at any other place as may be decided by the Partners from time to time.

    2. Details of Indemnity:
 

  • The LLP shall indemnify and defend its Partners and other officers from and against any and all liability in connection with claims, actions and proceedings (regardless of the outcome), judgment, loss or settlement thereof, whether civil or criminal, arising out of or resulting from their respective performances as Partners and officers of the LLP, except for the gross negligence or willful misconduct of the Partner or officer seeking indemnification.

  • The LLP shall indemnify each Partner in respect of payments made and personal liabilities incurred by him/her;

  1. In the ordinary and proper conduct of the business of the LLP; or

  2. In or about anything necessarily done for the preservation of the business or property of the

  • Every Partner shall indemnify the LLP and the other existing Partner/s for any loss caused to it by his/her fraud in the conduct of the business of the LLP

     3. Admission, Retirement, Cessation, Expulsion &Resignation of Partners:

  1. Admission Of Partner:

  • New Partner shall not be introduced without the consent of special majority of Partners, holding Capital of 51% or more, whether held individually or collectively, of the total Capital of the LLP. Such incoming partner shall give his/her/its prior consent to act as Partner of the

  • The Contribution of the Partner may be tangible, intangible, moveable or immoveable property and the incoming Partner shall bring minimum capital contribution of cash or in kind for value equivalent to Rs. 1,000.​

         2. Retirement, Cessation, Expulsion & Resignation:

  • ​Partners to give at least 90 days prior notice before resignation.

  • A Partner can be expelled from the LLP by all of the Partners, holding Capital of 51% or more, whether held individually or collectively, of the total Capital of the LLP.

         3. Rights & Obligations of Partners on Admission, Retirement Cessation, Expulsion or Resignation:

  • Cessation in itself does not discharge the Partner from obligation to LLP or any other Partner or Partners or other persons which he/she incurred while being a Partner.

  • When a Partner ceases to be a Partner, unless contrary to the LLP Agreement, the ceasing or outgoing Partner or any other person entitled on his/her behalf to his/her share in consequence of death or insolvency of ceasing or outgoing Partner shall be entitled to an

An amount equal to Capital Contribution (+) Accumulated Profits & Assets (-) Accumulated Losses & Liabilities.

          4. Resolution of Disputes:

  • All disputes between the Partners or between the Partner and the LLP arising out of the LLP Agreement which cannot be resolved in terms of this Agreement shall be referred for Arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996) for the time being in force or any other statutory modification or re-enactment thereof.

  5. Duration of LLP:

  • LLP shall have perpetual succession. So, death, retirement or insolvency of any partner shall not dissolve the LLP.

  • LLP shall not be dissolved even if notice of dissolution is given by any partner or partners, unless dissolved by full consent of all the partners in writing.

          6. Voluntary Winding Up:

  • Voluntary winding up of the LLP shall be as per the provisions of the LLP Act, 2008 and the Rules for the time being in force or any other statutory modification or re-enactment thereof.

          7. Important Provisions:

  • Change in registered office address:

    • The LLP may change its registered office from one place to another by following the procedure as laid down in the LLP Act, 2008 and/or the Rules for the time being in force or any other statutory modification or re-enactment thereof.

  • Additional Address for service of documents:

    • The LLP, may, in addition to the registered office address, declare any other address as its address for service of documents, under sub-section (2) of section 13. The consent of majority of Partners, individually or collectively holding 51% or more of the Capital of the LLP shall be required for such declaration.

  • Change in the name of the LLP:

    • ​The limited liability partnership may change its name by following the procedure as laid down in the LLP Act, 2008 and the Rules for the time being in force or any other statutory modification or re-enactment thereof.

  • Removal of an Auditor:

    • The Partners of an LLP may remove an Auditor, if any, from office at any time by following the procedure as laid down in the LLP Act, 2008 and the Rules for the time being in force or any other statutory modification or re-enactment thereof.

 

         ​8. Miscellaneous Provisions:

 

  • Remuneration to Partners:

    • It is agreed by and in between the Partners that all the working partners will be entitled to remuneration as per the provisions of Section 40(b) of the Income Tax Act, 1961 and amendments made thereto. And accordingly, all the Partners are working Partners, unless otherwise specifically decided by the Partners.

    • The remuneration payable shall be credited to their respective accounts on ascertainment of Book profits.

  • Bank Account:

    • The partners shall open one or more Bank Accounts in the name of the LLP and the account so opened shall be operated as mutually decided by the parties.

  • Accounting year:

    • The accounting year of the LLP shall be from April of the year to 31″ March of the subsequent year. The first accounting year shall be from the date of commencement of this LLP till 31st March of that year

  • Immovable Properties:

    • That the immovable properties purchased by the LLP shall be clear, marketable and free from all encumbrances.

 

IN WITNESS WHEREOF the parties have put their respective hands the days and year first herein above written

 

Signed and delivered by the

For and on behalf of

XXXX LLP

 

 

 

  1. Mr. _____

 (Party to the First part)

 

   2. Mr. _____

(Party to the Second

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7. Time Involved to register an LLP. 

LLP formation starting from obtaining DSC to Filing Form 3 takes approximately 15 days subject to availability of all the documents.

Now, get your business registered as a Limited Liability Partnership using RegisterKaro’s Expert & Legal Services.

 
 
 
 
 
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Frequently asked questions

What is the eligibility of designated partners/partners in an LLP?


Any individual, or even a company or an LLP, can become a partner. However, only an individual can become a ‘designated partner’ in an LLP.




I am an NRI. Can I start an LLP business in India?


Yes, non-resident Indians and foreign nationals who are willing to enter into an LLP partnership can do so, provided they submit the necessary documents after getting it notarized by the concerned authorities. Although, at least one of the designated partners in an LLP should be an Indian national.




What is an LLP agreement?


An LLP agreement is one that is made between the partners and the LLP regarding the relationship between the individual partners in the LLP. An LLP agreement usually consists of management policies, inclusion of new partners, policy making strategies, and so on. Click here to download the Format for an LLP Agreement




What are the rules of starting an LLP?


Any group of persons who have or want to invest money in a business can start an LLP. A person or an investor becomes a partner, according to the LLP agreement, as provided in the Act of 2008. Also, the investors/partners are owners of the business started under the LLP.




What is the minimum number of partners required to start LLP?


According to the LLP Act, a minimum of two designated partners are required to start an LLP. The designated partners are responsible for fulfilling all the essential requirements involved in starting and running an LLP.




What kind of start-ups commonly register LLPs?


Typically, only start-ups that will not be looking for venture capital funding register LLPs. This is because venture capitalists only invest in private and public limited companies.




Is it cheaper to run an LLP than a private limited company?


Yes, it is much cheaper to run an LLP than a private limited company, particularly in your early start-up days. This is because many compliances, such as an audit, apply to LLPs only after their turnover is sizeable. Most LLPs spend about half as much as a private limited company in their first year on registrations and compliance work.





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