Certificate of incorporation of LLP is issued by
The certificate of incorporation of LLP is issued by the Registrar of Companies
Limited liability Partnership (LLP) is a legal entity and body corporate separate from its partners. Once registered, LLPs can dispose of, hold or acquire assets of all kinds. In LLP one partner can be sued by other if such a situation takes place. Ideally, it takes around 15 days to get an LLP registered.
Steps to register LLP
Step 1: Get DPIN and DSC of Partners
As all forms are to be submitted online, hence you need digital signatures of all partners. Apart from that, they need to file DPIN via Form DIR-3.
Step 2: Apply for Approval of Name
Click this link to know if the name that you wish to get approved is available or not. Once you know that the name that you want is available, you can proceed with LLP registration. If you wish to just reserve your company name, then go for ‘Reserve Unique Number (RUN).
Step 3: Fill FiLLip form
Visit the MCA site to download this form uploaded besides ‘Form for Incorporation of Limited Liability Partnership.’ Unzip this file and open ‘LLP_FiLLiP.pdf’ via Adobe Reader which can be downloaded via this link.
· For ‘Whether name is already approved by Registrar of Companies’ click ‘Yes’ if you opted for RUN or ‘No.’ In case you opted for RUN, prefill SRN. Certain details will automatically get prefilled.
· Select option ‘New Incorporation’ and enter your address. Once you update the address, point 4 will get prefilled.
· Visit this link to know about your Industrial activity code. Once you update option 6, option 5 will get pre-filled.
· Enter the details of Directors with or without DIN/DPIN.
· In option 8, enter the approved name of the company.
· Next, enter the proposed name’s significance or mention ‘NA’ if not available. Next, enter the name’s meaning if it is vernacular language or type ‘NA’ if otherwise.
· In option 9, click ‘Yes’ or ‘No’ whether you have registered for a trademark or not. If yes, then enter details of same in next option. Next mention ‘Yes’ or ‘No’ depending on the requirement.
· You are not required to fill point 12 as a separate subscriber’s sheet is given below.
· Click this link to download the format of LLP Consent (Form 9). A Chartered Accountant(CA)/ Company Secretary(CS) / an Advocate can be witness in subscriber’s sheet.
· In the next option, enter the DIN/DPIN of the designated partner. Click Prefill so that the rest details regarding the same appear.
· Click yes or no depending on whether you applied for Trademark or not. If yes, mention its details in the next option.
· Next, enter all partners combined monetary compensation both in numbers and words.
· In ‘Whether addendum to FiLLiP is required to be filed’ fill Yes or No as required. You need to attach an addendum if there are more than 200 partners or the file size of all attachments exceeds 6 MB.
· Attach appropriate documents as mentioned earlier. The combined size of all attachments should be less than 6 MB. In case the office is rented premise, attach the NOC of the registered office. Attach Subscriber’s sheet and Form 9.
· Attach designated partner’s digital signature. Enter their DIN/DPIN/PAN.
· Enter details of Chartered Accountant (CA)/ Company Secretary (CS) / an Advocate who’s going to be your witness. Attach their Digital Signature.
· Click ‘Check form’ then ‘Pre-scrutiny.’
Step 3: Upload the form on the MCA portal
Visit this link to upload the FiLLlp form. To upload this form, you need to have an account on MCA.
Step 4: Complete payment and save SRN no
As you submit a form, you get redirected to the payment link. As payment gets done, challan is directed with Service Request Number (SRN). As the Ministry official approves the form, you will get confirmation mail regarding the same. Form status will be changed to ‘Approved.’
Step 5: File LLP Agreement
An Incorporation certificate gets issued once the form gets approved. Within 30 days of incorporation of LLP, the LLP Agreement shall be issued. It governs mutual rights and duties amongst the partners and also between the LLP and its partners.
Click this link to file LLP agreement. Note that they have to be filed in Form 3 Online.
LLP Agreement Format
(As per Section 23(4) of the Limited Liability Partnership Act, 2008)
This Agreement of LLP made at XXXX on this _____.
_____ (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.
______ (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.
(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:
LLPIN (Limited Liability Partnership Identification Number):
The LLPIN is: ___
A Limited Liability Partnership shall be carried on in the name and style of XXXX LLP and hereinafter called as LLP.
The registered office of the LLP will be situated at (XXX Address XXX).
DATE OF COMMENCEMENT:
The LLP as constituted under this Deed shall be deemed to be have commenced on the 4th day of March 2020.
The business of the LLP shall be:
To provide strategic consultancy and resources to start-ups and other businesses in India.