LLP Registration in Assam

A Limited Liability Partnership (LLP) is a business structure that blends the simplicity of a partnership with the legal advantages of a company. It provides partners with limited liability, protecting their personal assets from business debts and legal claims.

In India, LLPs operate under the Limited Liability Partnership Act, 2008, effective from March 31, 2009. They are treated as independent legal entities, able to own assets, sign contracts, and continue their operations even if there are changes in the partnership.

Assam, being the largest economy in the Northeast of India, is rapidly developing as a hub for industrial investment and employment generation. With 1,487 registered startups out of the region's 2,054, Assam is a leader in the Northeast's startup ecosystem. Many startups in the state prefer to register as LLP due to its low risk, flexible management, and easy access to funding.

Reasons why more and more entrepreneurs are choosing LLP registration in Assam:

• Regional Economic Advantage: As the largest economy in Northeast India, Assam is a key hub for trade, agriculture, and services, offering unique growth opportunities.
• Growing Business Ecosystem: Cities like Guwahati are home to a diverse range of businesses in trading, consultancy, and IT services, which creates a supportive environment for new ventures.
• Government and Startup Initiatives: The government of Assam promotes entrepreneurship through key policies and initiatives:
  • Assam Startup and Innovation Policy: This policy aims to make Assam the leading startup hub in the Northeast, supporting 5,000 startups and creating 100,000 jobs. It provides policy guidance, financial support, and mentorship.
  • Dedicated Department of Innovation, Incubation, and Startup: A newly created administrative body to streamline policies and provide infrastructural support.
  • Fiscal Incentives: Registered startups can benefit from special loan schemes with interest subsidies and reimbursement for various expenses, including a digital upgradation subsidy and lease rental reimbursement.
• Limited Liability for Partners: Partners’ liability is restricted to their contribution in the LLP, ensuring their personal assets remain protected.
• Cost-Effective Registration: LLP setup in Assam is relatively affordable and involves fewer compliance requirements compared to a private limited company incorporation.
• Flexible Internal Structure: Partners can define their own governance and management rules through the LLP Agreement.
• Separate Legal Entity: The LLP in Assam can open bank accounts, own property, and enter into contracts in its own name.

To start an LLP in Assam, you must follow these basic rules:

• Minimum Partners: You need at least two partners to form an LLP.
• Designated Partners: At least two of them must be designated partners, and one should be a resident of India. A resident of India is someone who has stayed in India for at least 120 days during the financial year as per the Companies (Amendment) Act, 2020.
• LLP Agreement: The partners must sign a written agreement stating their rights, duties, and share in the business.
• Unique Business Name: The LLP name should be unique and not already registered under any company or trademark.
• Legal Activity: The LLP must be formed for a lawful business purpose.

Note: There is no minimum capital contribution required to form an LLP. Contributions can be made in cash, tangible or intangible assets, or other forms of benefits, not limited to money alone.

The LLP registration procedure is fully online and involves filing forms with the MCA. Here’s the step-by-step process:

Step 1: Obtain DSC for all Partners

All designated partners must obtain a Digital Signature Certificate (DSC), which is necessary to digitally sign the e-forms submitted to the MCA. A Class 3 DSC is usually required.

Step 2: Apply for DIN/DPIN

Every designated partner must have a Designated Partner Identification Number (DPIN).

• You can apply for DPIN for up to two individuals while filing the FiLLiP form. Additional DINs can be acquired by filing Form DIR-3.
• Additional partners can apply for a Director Identification Number (DIN) separately.

Step 3: Getting the Name Approval for Your LLP (RUN-LLP)

Apply to the Registrar of Companies (ROC) using the RUN-LLP (Reserve Unique Name-LLP) form.

• You can propose two unique names.
• The name should not resemble any existing company/LLP or registered trademark.
• You can also use our company name check tool to verify the availability of your chosen name.

Note: It should be noted that if rejected, the form can be resubmitted once.

Step 4: Filing Consent of Partners in Form 9

Each individual who is to be appointed as a designated partner must provide their consent in Form 9.

• Form 9 includes a declaration by the partners confirming that they are not disqualified under the LLP Act.
• This form must be filed along with the incorporation documents as part of the FiLLiP attachments.

Step 5: Filing for Incorporation of the LLP (FiLLiP Form)

After name approval and Form 9 consent, file the FiLLiP (Form for incorporation of Limited Liability Partnership).

• This integrated form allows for incorporation and DPIN allotment for up to two partners.
• Required documents, such as proof of registered office address, ID, and address proofs of partners, must be attached.

Step 6: Drafting and Filing the LLP Agreement

The LLP Agreement outlines the mutual rights and duties of partners and the LLP.

• It must be filed with the ROC in Form 3 within 30 days of incorporation.
• The agreement should be executed on stamp paper, and the stamp duty is payable as per the Delhi Stamp Act.

Step 7: Obtaining the Certificate of Incorporation

Once the FiLLiP and related forms are approved, the ROC issues a Certificate of Incorporation, which legally establishes your LLP as a separate legal entity.

Step 8: Apply for PAN and TAN of LLP

After incorporation, apply for a Permanent Account Number (PAN) and a Tax Deduction and Collection Account Number (TAN) for taxation and compliance purposes.

Note: If the LLP Agreement is not filed within the stipulated time, the partners will be governed by the default provisions outlined in Schedule I of the LLP Act, 2008.

The following documents are required for the registration process:

From the Partners

• PAN Card and Aadhaar Card
• Proof of Identity: Voter ID, Passport, or Driving License
• Proof of Address: Bank statement, electricity bill, or mobile bill (not older than two months)
• Passport-size Photograph: Recent, clear photo with white background.
• For Foreign Nationals/NRIs (if any partner is non-resident):

• • Passport (notarized/apostilled).
  • Proof of residence outside India (utility bill/bank statement, notarized/apostilled).

Proof of the Registered Office Address

• Owned property: A copy of the sale deed or property deed.
• Rented property: A copy of the rent agreement or lease deed.
• Utility Bill: Electricity bill/gas bill/telephone bill (not older than two months) for the registered office address.
• NOC: If the registered office is on rented property, a No Objection Certificate (NOC) from the property owner is required.

The total cost of LLP registration includes both government and professional fees.

1. Government Fees for LLP Registration

• Name Reservation (RUN-LLP): Rs. 200
• Incorporation Fee: 
  • Rs. 500 for LLPs with capital contribution up to Rs. 1 lakh
  • Rs. 2,000 for contributions between Rs. 1 lakh to Rs. 5 lakhs
  • Rs. 4,000 for contributions between Rs. 5 lakhs to Rs. 10 lakhs
  • Rs. 5,000 for contributions above Rs. 10 lakhs

2. Professional Fees and Other Charges

• Digital Signature Certificate: Rs. 1,000 - Rs. 3,000 per designated partner, depending on validation level and provider.
• DIN/DPIN Application: Rs. 500 per designated partner.
• Professional Fees: Fees charged by a CA, CS, or legal consultant for handling the registration process usually range from Rs. 6,000 to Rs. 15,000.

3. State-Specific Stamp Duty on the LLP Agreement

The LLP agreement must be executed on stamp paper, and the stamp duty is charged as a percentage of the LLP’s total capital contribution. In Assam, the stamp duty on an LLP agreement is a flat Rs. 100, regardless of the capital contribution.

This ensures the LLP agreement is legally valid and recognized under the Assam Stamp Act.

After the LLP is registered, it's mandatory to comply with certain annual filings to avoid penalties. Here is a list of LLP annual compliances:

• Filing of Annual Returns (Form 11): Every LLP must file its annual return with the ROC in Form 11 within 60 days of the end of the financial year (i.e., by May 30th). This form provides details about the partners and their contributions.
• Statement of Account and Solvency (Form 8): This form, which contains a statement of the LLP's financial position, must be filed with the ROC within 30 days of the end of six months from the closure of the financial year (i.e., by October 30th).
• Income Tax Return Filing for the LLP: LLPs must file their income tax returns in Form ITR 5 annually. The due date for filing depends on whether a tax audit is required. An audit is mandatory if the annual turnover exceeds Rs. 40 lakh or the capital contribution exceeds Rs. 25 lakh.
• Filing of LLP Agreement (Form 3): The LLP Agreement must be filed with the ROC in Form 3 within 30 days of incorporation. Delay attracts heavy penalties.
• Event-Based Compliances: LLPs must also file forms with the ROC when specific events occur:
  • Change in partners/designated partners – Form 4
  • Change in registered office – Form 15
  • Amendment to LLP Agreement – Form 3
  • Change of LLP name – Form 5

Local Compliances in Assam:

• GST Registration: If your required turnover exceeds Rs. 40 lakh (Rs. 20 lakh for services) or for interstate supply, then you must register for GST.
• Shop License: Businesses must obtain a Shops and Establishments License if they have a commercial office or establishment in the state.
• Trade License: Required for LLPs in trading, restaurants, healthcare, or other regulated businesses. A trade license is issued by the local municipal authority.