LLP Registration in Uttar Pradesh

A Limited Liability Partnership (LLP) is a modern business structure that combines the operational flexibility of a partnership with the legal safeguards of a company. It protects partners from personal liability, ensuring their personal assets are safe from business debts and obligations.

In India, LLPs are governed by the Limited Liability Partnership Act, 2008, which came into force on March 31, 2009. An LLP is a separate legal entity, capable of owning assets, entering into contracts, and continuing operations despite changes in its partners.

Uttar Pradesh (UP), being India’s most populous state and a fast-growing industrial hub, is emerging as a preferred location for LLP registration. Notable LLPs like Paytm Payments Services, Haldiram Manufacturing, and Inox Wind Infrastructure highlight the state’s business potential.

Here are the key reasons why entrepreneurs prefer LLP registration in UP:

• Strategic Location Advantage: Uttar Pradesh is well-connected with Uttar Pradesh-NCR and other states through expressways, airports, and industrial corridors. This connectivity gives businesses access to a vast consumer base.
• Growing Industrial and Startup Ecosystem: UP is home to IT hubs like Noida and Greater Noida, manufacturing clusters in Kanpur and Ghaziabad, and thriving trade centers in Lucknow and Varanasi.
• Skilled Workforce: With top institutions such as IIT Kanpur, IIM Lucknow, and Aligarh Muslim University (AMU), the state offers a large pool of qualified professionals and technical experts.
• Government and Startup Initiatives: The UP government actively supports entrepreneurship through policies such as:
  • Uttar Pradesh Startup Policy 2020: A framework providing funding, mentorship, and simplified compliance.
  • Incubation Centers and Startup Hubs: Examples include SIDBI Innovation & Incubation Centre (SIIC) at IIT Kanpur, AKTU Innovation Hub, and Startup Incubation and Innovation Centre, Lucknow.
  • Ease of Doing Business Reforms: UP ranks high in EoDB rankings, with online processes for business approvals, labor registrations, and tax compliance.
• Limited Liability for Partners: Each partner’s liability is limited to their agreed contribution, ensuring personal assets remain protected.
• Affordable Business Setup: LLP registration in Uttar Pradesh is cost-effective, with lower compliance requirements compared to private limited companies.
• Flexible Structure: Partners have the freedom to design their own governance rules through the LLP Agreement.

With these advantages, setting up an LLP in Uttar Pradesh is a smart choice. Next, let’s look at the basic eligibility requirements for registration.

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

• Minimum Partners: You need at least two partners to form an LLP.
• Designated Partners: Out of them, 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 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 checker 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 defines the rights, duties, and obligations of partners as well as the functioning of 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 Uttar Pradesh 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 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 fees of LLP registration include both government and professional charges:

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 on the total capital contribution. In Uttar Pradesh, the rates are:

This ensures the LLP agreement is legally valid and enforceable under the Uttar Pradesh 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): LLPs must file Form 8 within 30 days from the end of the six months of the financial year (i.e., by 30th October). The form must be signed by both designated partners and, if the turnover exceeds ₹40 lakh or the contribution exceeds ₹25 lakh, it must also be certified by a practising CA/CS.
• Income Tax Return Filing for the LLP: LLPs are required to file their income tax returns annually in Form ITR 5.

• • No Audit Required: Due date is 31st July.
  • Audit Required: If turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh, a tax audit is mandatory, and the due date is 30th September.

• 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 Uttar Pradesh:

• • 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 Uttar Pradesh must obtain the Shops and Establishments Act Registration.
  • Trade License: Required for LLPs engaged in trading, restaurants, healthcare, or other regulated businesses. A trade license issued by the local municipal corporation or nagar nigam.