PROCEDURE OF LLP (LIMITED LIABILITY PARTNERSHIP) FORMATION under LLP ACT 2008

PROCEDURE OF LLP (LIMITED LIABILITY PARTNERSHIP) FORMATION

STEP BY STEP PROCEDURE OF LLP (LIMITED LIABILITY PARTNERSHIP) FORMATION, IN INDIA

STEP – 1 APPLY FOR DIN -1

Apply for obtaining DIN (Director Identification Number) of proposed Designated Partners

Need to attach following documents (self attested) by an applicant with along with DIN 1 form

a)      1 passport size photograph in physical or a soft copy (in.JPEG format)

b)      Address Proof: Passport / Driving License having pin code /Election card. Or Electricity Bill/Telephone Bill/ Bank Statement certified by Bank Manager which should not be older than 2 months.

c)       Identity proof : PAN card (Mandatory Field of DIN form)

d)      Email address  of the applicant (Mandatory Field of DIN form)

e)      Mobile Number(Mandatory Field on DIN form)

f)       Annexure DIN 1(verification of an applicant) to be signed by an applicant

In case of Foreign Partner / NRI, the passport copy is mandatory requirement as a proof of identity.  The address proof should not be older than 1 year from the date of filing of the e-form.  The passport copy and address proof should be notarized by the consulate of the Indian Embassy, Foreign public notary or Company secretary in full time employment / CEO / Managing Director of the Indian company in which he/ she proposed to be a director.

STEP – 2 APPLY FOR DIGITIAL SIGNATURE CERTIFICATE:

Need to apply for Digital Signature Certificate of 2 Designated Partners. Need to attach documents (Identity Proof and Address Proof) with DSC application form same as mentioned for DIN 1  . An applicant is required to affix photo and sign across the photo on DSC application form and on 2^nd stage.

In case of a Foreign Partner / NRI , the Passport copy and address proof should be notarised by the consulate of the Indian Embassy , Foreign public notary or  company secretary in full time employment /CEO/ Managing Director of the Indian company in which he / she proposed to be a director .

STEP – 3 APPLICATIONS TO GOVERNEMENT FOR NAME AVAILABILITY OF THE PROPOSED LLP

Need to file e-form 1 with www.llp..gov.in for name availability.  The applicant also needs to give 5/6 proposed names in preference along with their meaning and significance of each word.

Refer Name Availability Guidelines issued by MCA

STEP – 4 VERIFICATION OF DOCUMENTS AND FORMS BY GOVERNMENT

After this, Form – 1 shall be checked by the Government (Registrar of Companies) in detail and may suggest some changes to be made in the attachments or form itself. Need to make necessary changes if any.

STEP 5 : FILLING OF INCORPORATION DOCUMENT  &  SUBSCRIPTION  STATEMENT  (E-FORM 2)

After Form –1 is approved by the Government (Registrar of Companies), the next step is to file Incorporation Document & Subscription Statement in E – form 2.

Attachments: -

1.       Address proof (Electricity/Telephone/Property Tax Bill)of not older  than 2 months self attested by one of the partners

2.       Incorporation Document  & Subscription  Statement  (Signed by each  Designated  Partner and witnessed by Professional )

STEP 6 : CERTIFICATE OF INCORPORATION

After verification by Government (ROC) and satisfied by it , it shall send soft copy of certificate   of Incorporation via email in Form 16 and physical  certificate of Incorporation by post.

STEP 7: DRAFTING OF LLP AGREEMENT

Need to draft LLP agreement duly printed on stamp paper and signed by each Designated Partner with the signature of two witnesses.  Note: The stamp duty applicable for agreement will vary from state to state depending upon the total contribution of LLP.

STEP 8 : FILING OF LLP AGREEMENT (E-FORM – 3)

Need to file following e – forms with the Government simultaneously within 30 days from the date of receipt of certificate of Incorporation.

a)      Form- 3 – LLP Agreement

As per updated ROC Procedure, no need to file form 4 for appointment of the same partners mentioned in form – 2.  Refer the note at the end for more details.

STEP – 9 : APPROVAL OF FORM -3

After verification by the Government and satisfied by it, it approves LLP Agreement.  This is the last step of LLP Incorporation.  The Company can start its business now onward.

**Note** : Any existing limited Liability Partnership (LLP) will need to file the particulars of designated partners/ partners with the  registrar at the time of their appointment along with any subsequent changes in the particulars  there after .  E- Form – 4 is required to be filed for appointment of new partners and / or cessation / change in designation of existing partner / designated partner.  No need to file form – 4 for appointment of same partners mentioned in Form – 2.  The change in the particulars of designated partner or partner having DIN shall be updated in the system through e - form DIN 4 and LLP shall file intimation thereof in this form.