How to Register LLP in India
This article explains the complete step-wise procedure for registering an LLP in India.
Limited Liability Partnership (LLP) was introduced in India by way of the Limited Liability Partnership Act, 2008. A Limited Liability Partnership (LLP)is a partnership in which partners have limited liabilities. It therefore can exhibit elements of partnerships and companies both. In a LLP, each partner is not responsible or liable for another partner’s misconduct or negligence. The process is simple and quick.
Eight Easy steps to get started with your LLP
• Step 1: Obtain Digital Signature Certificate (DSC)
• Step 2: Get your LLP Name approved
• Step 3: LLP Incorporation (including DIN Application)
• Step 4: Processing of LLP Application
• Step 5: Apply for PAN
• Step 6: Apply for TAN
• Step 7: Preparing and Filing of LLP Agreement
• Step 8: Obtain GST Registration for LLP
Every form or application filed online with the MCA, requires to be signed digitally by the applicants and partners of the LLP. Therefore, the DSC with usually a validity of 2 years is obtained for the Designated Partners of the Limited Liability Partnership.
The DSC is associated with the PAN card of the application. It additionally requires passport size photograph and address proof.
Step 2: Get your LLP Name approved
The applicant has to then file a web form named RUN-LLP (Reserve Unique Name – Limited Liability Partnership). RUN-LLP has replaced the old form LLP Form 1.
The new form has been simplified that requires information related to the desired name, its significance and other basic details.
The application can be made with maximum 2 names in preference order providing their significance. The names must comply with the
applicable provisions for name reservation. If none of the names is approved by the MCA, another chance is provided to apply two more names.
Once the name is allotted for LLP, it is reserved for a period of 90 days from date of approval.
Step 3: LLP Incorporation (including DIN Application)
The major change in the new process is this step and application. Earlier, the incorporation application was required to be filed in LLP form 2, which is now replaced with FiLLiP (Form for incorporation of Limited Liability Partnership). The most significant part is integration of DIN Allotment Application with incorporation application. Below mentioned are the features of the application:
DPIN/DIN application for maximum 2 Designated Partners (DPs) can be made under the application. If there are more than 2 DPs who do not hold DIN, they can be added later by following respective filings. Know more on how to apply for DIN for additional partners.
With this form, the application for name reservation can also be made. However, that is kept at the option of the applicants. The applicants can either choose to reserve name through LLP-RUN or under this form.
The application is accompanied with required documents including the subscriber’s sheet and registered office address proof. The e-form will be digitally signed by the partners through their DSC and certified by the practicing professional (CA/CS/CWA).
Documents required for LLP registration have been explained in a separate article.
Step 4: Processing of LLP Application
The application will be processed for approval by Central Registration Centre (CRC). If the registrar finds it necessary to call for further documents or information, it may do so by directing for re-submission within 15 days. Another opportunity of . re-submission maybe provided after re-examination of application, which again has 15 days period. Total period for re-submission of documents does not exceed 20 days in
total.
Upon approval of the application made for LLP registration online, the Certificate of Incorporation (CoI) will be issued in form 16 along with DPIN/DIN allotted to the Designated Partners. CoI will also consist of the Limited Liability Partnership Identification Number (LLPIN). The date of CoI will be the date of LLP incorporation since when it has come into legal existence. The business can now be commenced in LLP’s
name.
Step 5: Apply for PAN
Unlike the in case of company, the application for PAN is required to be made separately for LLP through offline or online mode. The applications are made directly to the Income Tax Department and also processed by it. The applications are made in form 49A with
Certificate of Incorporation as supporting proof.
Step 6: Apply for TAN
Application for TAN is to be made by applying in form 49B through online or offline modes. Know more here on what TAN is and why you need it.
Step 7: Preparing and Filing of LLP Agreement
This is an important step of LLP incorporation procedure. An LLP Agreement has to be drafted very carefully and should take into consideration various points. The name, business object, place of business and all other essential details of LLP will be taken care of in the Agreement. Other clauses will be capital, profit sharing ratio, rights and responsibilities of partners, etc.
Once the LLP Agreement is reviewed and agreed upon by the partners, it will be executed by payment of stamp duty. The agreement will be executed by payment of stamp duty, which depends on the respective State Stamp Act where the registered office of the LLP is situated. Then with signature by partners and attestation by the witnesses, the agreement will be executed.
Note: The agreement must be filed with MCA within 30 days of date of incorporation. The delay means a penalty of Rs 100/day from the date of default till the date of actual filing.
This is filed in LLP form-3. Further, the verification and approval is processed by the concerned State RoC instead of CRC.
Step 8: Obtain GST Registration for LLP
GST Registration for LLP is the last step. GST Registration is not mandatory for an LLP. However, it is required to be obtained if LLP is expected to deal in inter-state transactions. It is advisable to obtain GST Registration if LLP proposes to incur expenses or buy goods, which have GST element in the same.
