Limited Liability Partnership - How to Incorporate in India

How to Incorporate LLP in India?

As the name suggests, a Limited Liability Partnership or LLP is a partnership between few who have limited individual liabilities as partners of the organization. It thus has the features of both an unlimited liability organization like sole proprietorship/ partnership and limited liability organizations like companies. Features to the Limited Liability Partnership are: 

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1. Such an organization is an independent legal entity, separate from its partners.
2. Low cost of incorporation as well as low cost of compliances.
3. A partner’s liability is restricted to the share as per stated in the LLP agreement.
4. One partner is not liable for the act of the other partner/s.
5. Among the members, a minimum of two partners is to be named as a Designated Partner, at least one of which must be an Indian Resident.

How to proceed with Limited Liability Partnership LLP Registration?

1. Apply for Digital Signature Certificate -The first step is applying for a Digital Signature Certificate. For the designated partners of the proposed LLP from a total of eight government-recognized certifying agencies. It is a secure and authentic way to submit a document electronically. All filings done by the LLPs are required to be filed using Digital Signatures by the person authorized to sign the documents.
2. Apply for Designated Partner Identification Number - All the designated partners of the proposed LLP should obtain a DPINby filing DIR-3 form. If one already has one, the same can be used as a DPIN.

Apply for Name Approval- Form 1 is required to be filled up for application for reservation or change of name, wherein 6 names may be provided in order of preference (significance of the words may also be provided).

1.  The name search of existing companies / LLPs which is available on the MCA portal should always be referred to avoid similar/closely resembling names.
2. After the above is complete, Form-2 has to be filled for the Incorporation Document and Statement. The following details are to be filed up:
1. Name of LLP, Address of the registered office,
2. Business to be carried out
3. Summary of Partners/designated partners
4. The total monetary value of the contribution by partners in the LLP
5. Statement by a person who subscribed his name to the incorporation document in the prescribed format
6. Statement by an Advocate/Company Secretary/Chartered Accountant/Cost Accountant in practice in the prescribed format
3. Following documents have to be attached
1. Details in respect of names of partners/witnesses and their signatures in the format provided in the form, along with following copies: 
1. PAN card
2. Aadhar card/ Driving License/ Passport/ Election Card
3. Latest Bank Statement/Telephone or Mobile Bill
4. Passport-sized photograph of all directors and shareholder
2. Copy of authorization in an event where the partner is a limited liability partnership/ company/ limited liability partnership/ company incorporated outside India
3. Proof of address of registered office of limited liability partnership- Utility bills, Rent agreement with NOC from the landlord. 
4. The Limited Liability Partnership Agreement has to be drafted and filed with the Form-3
1. A duly stamped LLP agreement may be filed within 30 days of incorporation with the Form-3
2. The LLP Agreement shall contain details like:

• Effective Date of LLP Agreement,
• Name of LLP
• Registered Office of LLP
• Business of LLP
• The contribution of Partners and the profit sharing ratio
• Provisions for admission, resignation, retirement, and cessation of partners, removal of Partners
• Rights & duties of partners
• Duties & Responsibilities of designated partners
• Meetings
• Winding up & dissolution of LLP
• Audit
• Jurisdiction & Validity of this Agreement etc.

5. Fee payable if following the Annexure-A, Limited Liability Partnership Rules, 2009

6. The procedure of registration of LLP takes about 15-20 days