Limited Liability Partnership Registration Online: LLP Registration Process
Partners Details
- Pan Card
- Aadhar card
- Passport or Voter ID or Valid Driving License
- Recent Bank statements (not older than 1 month)
- Mobile number & email id
- passport size photo
LLP Details
- Electricity bill or Telephone bill or gas bill of your office address (not older than 1 month)
- Property owner – Name & Address (to draft rental agreement)
- Two Proposed company names (To apply for name reservation
Deliverables
- Digital signature for 2 Partners
- Partnership deed preparation
- PAN & TAN for the LLP
- DPIN for 2 Partners
- Incorporation certificate
- Name reservation fees
- Current Account Opening Support
LLP Registration
A Limited Liability Partnership (LLP) is a business structure where the partners are not personally liable for the debts of the partnership. It combines features of both incorporated companies and partnership firms. LLPs provide limited liability protection to their partners, similar to companies, but are governed by contractual obligations like partnerships.
Keep reading to learn more about LLP registration.
Some notable features of an LLP include:
- Limited Liability: Partners are not liable for the independent or unauthorized actions of other partners.
- Personal Liability: Partners are only personally liable to the extent of their investment in the LLP.
- Governance: LLPs are governed by contractual obligations rather than company laws.
- Separate Legal Entity: LLPs have a separate legal identity and perpetual succession.
- Lower Compliance: Compliance requirements are less stringent compared to private limited companies.
- Designated Partners: At least two designated partners are required, responsible for legal compliances.
- Government Investigation: The government can investigate LLP affairs.
- Legislation: Governed by the Limited Liability Partnership Act, 2008.
Some benefits of registering an LLP are:
Organized Partnership: LLPs offer an organized structure for partnerships.
Low Capital Requirement: No minimum capital contribution is required.
Unlimited Partners: LLPs can have an unlimited number of partners.
Contractual Flexibility: Partners can alter the terms of their agreement.
Ease of Formation and Operation: LLPs are relatively easy to form and operate.
Flexible Structure: Procedural and legal requirements are flexible.
Easy Dissolution: LLPs can be dissolved easily.
Limited Liability: Partners have limited liability.
Disadvantages of LLP
However, LLPs also have some disadvantages:
- Higher Tax Rate: LLPs are taxed at a flat rate of 30%, higher than companies (25% for turnover up to ₹400 crores).
- Regular Compliance: Certain compliances must be regularly completed, and failure incurs penalties of ₹100 per day.
- No Equity Investment: LLPs cannot raise equity investment.
- Public Financial Disclosure: LLPs must disclose their finances publicly.
- Difficult Ownership Transfer: Transfer of ownership rights requires unanimous consent from all partners.
To register an LLP in India, the following requirements must be met:
- Minimum Partners: At least two partners with no maximum limit.
- Age and Sound Mind: Partners must be at least 18 years old and of sound mind.
- Designated Partners: Minimum of two designated partners, with at least one residing in India.
- Nominee for Body Corporate Partner: If a body corporate is a partner, a natural person must be appointed as the nominee.
- Capital Contribution: Partners must agree on a contribution towards the LLP’s capital.
Documents Required for LLP Registration
The documents required for LLP registration include:
For Partners:
- PAN card or other ID proof
- Address proof (Passport, Voter’s ID, Driving Licence, Aadhar card)
- Residence proof (Utility bills, bank statement)
- Passport size photograph
- Passport (for NRIs or foreign nationals)
For LLP:
- Proof of registered office address (Utility bills not older than 2 months)
- Rent agreement and NOC from the owner (if office space is rented)
- LLP agreement
The LLP registration process in India involves the following steps:
Step 1: Getting DPIN
Apply for a Designated Partner Identification Number (DPIN) through eForm DIR-3. An existing Director Identification Number (DIN) can be used as DPIN.
Step 2: Getting DSC
Obtain a Digital Signature Certificate (DSC) for online filings. DSC is issued by government-authorized certifying authorities listed on the MCA portal.
Step 3: Apply for Name Reservation
Reserve an LLP name by submitting two preferred name options using Form-1 on the MCA portal. The approved name is valid for three months.
Step 4: Apply for Incorporation
File an incorporation application using FiLLiP (Form for incorporation of LLP) with required documents and prescribed fees.
Step 5: File LLP Agreement
Submit the LLP agreement using Form 3 within 30 days of incorporation. The agreement outlines the LLP’s functioning and must be drafted on appropriate stamp paper.
LLP Registration Fees
The fees for LLP registration include:
DSC for 2 partners: ₹1500 – 2000
DIN for 2 partners: ₹1000
Name reservation: ₹200
Government fee:
- Less than ₹1 lakh: ₹500
- ₹1 lakh to ₹5 lakhs: ₹2000
- ₹5 lakhs to ₹10 lakhs: ₹4000
- Above ₹10 lakhs: ₹5000
- Filing LLP agreement: Fees and stamp duty vary based on contribution and state.
Compliance Requirements for LLP
LLPs must comply with the following requirements:
- Financial Year End: 31st March
- Annual Return (LLP Form 11): Filed within 60 days of the financial year-end.
- Statement of Accounts & Solvency (LLP Form 8): Filed within 30 days of six months’ financial year-end.
- Books of Accounts: Must be maintained.
- Income Tax Returns: Must be filed.
Checklist
- At least 2 partners to act as designated partners
- DSC and DPIN for two designated partners
- Proposed names for the LLP
- Details of capital contribution by each partner
- Registered office proof
- LLP agreement
Factors to Consider While Choosing an LLP Name
The name of an LLP must end with “Limited Liability Partnership” or “LLP.” It should not:
- Be identical to any existing trademarks or LLP names.
- Include prohibited words or phrases under the Emblems and Names Act, 1950.
- Be offensive to any section of people.
- Use the name of any foreign country without collaboration proof.
- Include terms like bank, banking, mutual fund, insurance, etc., without regulatory consent.
Frequently Asked Questions About LLP Registration
Any individual, private limited company, or LLP can be a partner in an LLP, including foreign nationals and body corporates. The individual must be qualified to enter into a contract, and corporate bodies must assign a nominee to act on their behalf.
No, LLPs do not require a Memorandum of Association (MoA) or Articles of Association (AoA). Instead, they use an LLP agreement as the guiding document.
Yes, body corporates can be designated partners of an LLP by appointing a nominee to act on their behalf.
Yes, a partnership firm can be converted to an LLP. There are specific procedures involved, including submitting the required documents along with the prescribed fee and the Digital Signature Certificate (DSC) of the designated partner. TrueConnect can assist you in completing the conversion smoothly.
Yes, a private or unlisted public company can be converted into an LLP with the help of TrueConnect. However, a listed company cannot be converted into an LLP.
To reserve a name for your LLP, log in to the MCA portal and fill out LLP Form No. 1 along with the prescribed fee and the DSC of the designated partner.
Yes, it is mandatory to file the LLP agreement post-registration as per the provisions of the LLP Act.
After submitting the application, you will receive an SRN number. You can use this number to track your application status on the portal. It is important to regularly check the status, as it may require actions from you if marked as “Waiting for user clarification” or “Required resubmission.”
An LLP can typically be registered within approximately 10 days of obtaining the DSC. However, this timeline depends on your promptness and departmental approval.
