LLP Registration in Goa

A Limited Liability Partnership (LLP) is a business entity that combines the advantages of a traditional partnership with the liability protection of a company. In an LLP, the partners are not personally responsible for the debts and legal obligations of the business. Their liability is limited to the capital they contribute to the LLP.

In India, LLPs are regulated by the Limited Liability Partnership Act, 2008, which became effective on March 31, 2009. An LLP operates as a separate legal entity, meaning it can own assets, enter into contracts, and sue or be sued in its own name. It also has perpetual succession, so it continues to exist regardless of changes in its partners.

Goa is becoming a notable hub for businesses, particularly in the tourism, IT, and creative sectors. As of mid-2024, Goa had over 1,400 DPIIT-recognized startups, with 237 new ventures added in just one year. Many entrepreneurs in the state favor registering as LLP because of its low risk, operational flexibility, and ease of attracting funding.

Goa offers an encouraging environment for startups and small businesses. Registering an LLP here provides multiple benefits:

• Emerging Business Ecosystem: Goa is a hub for tourism, technology, and creative industries. For example, startups in the hospitality tech sector often collaborate with Goa’s tourism industry to pilot innovative solutions, gaining early traction and visibility.
• Access to Infrastructure and Financial Services: GIDC industrial estates, modern co-working hubs, strong banking facilities, and schemes like the Goa Startup Policy make it easier for LLPs to grow.
• Government Support for Startups: Initiatives such as the Goa Startup Policy 2017, the Goa State Innovation Council, and subsidies under the Information Technology Policy provide incentives, funding, and mentorship for LLPs and startups.
• Limited Liability Protection for Partners: Partners’ personal assets remain safe, as liability is restricted to their capital contribution.
• Cost-Effective and Simple to Set Up: Compared to private limited companies, LLPs are cheaper and easier to register and maintain, with fewer compliance obligations.
• Flexible Business Operations: LLPs allow partners to define internal governance and operational rules in the LLP agreement.
• Separate Legal Identity: The LLP can own property, enter into contracts, and handle legal matters independently of its partners.

To start an LLP in Goa, you must meet the following requirements:

• Minimum Partners: A Minimum of two partners is required to form an LLP.
• Designated Partners: Out of these, at least two must be designated partners, and one should be a resident of India. A resident of India is someone who has stayed in the country for at least 120 days during the financial year.
• LLP Agreement: All partners must sign a written agreement defining their rights, duties, and share in the business.
• Unique Business Name: The LLP name must 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 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 checker to verify the availability of your chosen name.

Note: It should be noted that if rejected, the form can be resubmitted once, so be very careful with your selections.

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.
• Filing should be done within 30 days of incorporation.
• The LLP agreement should be executed on stamp paper, and the stamp duty varies by state (for Goa, as per the Goa Stamp Act, 1998).

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 PAN and a 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 company 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.

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 Goa:
  • 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: All business premises in Goa must obtain the Shops and Establishments Act Registration.