LLP registration is administered by the Ministry of Corporate Affairs (MCA), Government of India, through the office of the Registrar of LLP. The incorporation/registration process is fully electronic, similar to the Company registration process, i.e. applications and documents are filed online and the ROC issues a digitally signed Certificate of Incorporation (COI).
Every LLP shall use the forms annexed to the LLP Rules 2009 for the purpose of the LLP Act 2008, and shall specify therein its limited liability partnership identification number (LLPIN). The electronic form shall be authenticated by authorized signatories using digital signatures.
The process for incorporating a LLP is as follows:
- Decide on the Partners and the Designated Partners
- Obtain Designated Partner Identification Number (DPIN) and a Digital Signature Certificate (DSC)
- Decide on the name of the LLP and check whether it is available.
- Draft the LLP agreement
- File the LLP Agreement, and incorporation documents and obtain the Certificate of Incorporation.
- The Registrar of LLP is the authority having jurisdiction over the incorporation
Some Important points with respect to Incorporation:
- Partners and Designated Partners:
At least two partners are required to form an LLP. There is no maximum limit for the number of partners. The following persons are eligible as partners in an LLP –a. Any individual or body corporate may be a partner in an LLP; b. On Incorporation of LLP, the persons who have subscribed their names to the Incorporation Document shall be its Partners; and c. Any other person may become a Partner in accordance with the LLP Agreement.
An LLP should have a minimum of two 'Designated' partners who are individuals and at least one of them should be residents in India. Provided that in case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such limited liability partnership or nominees of such bodies corporate shall act as designated partners
Every Designated Partner is required to obtain a DPIN from the Central Government. DPIN is an eight digit numeric number allotted by the Central Government and has to be obtained by making an application in e-Form 7 to Central Government along with necessary identity and Address proof along with prescribed fees. Once DPIN is allotted it will be used in all the LLP’s in which person is appointed as Designated Partner and he has not required to obtain it on every appointment in various other LLPs.
All designated partners of the proposed LLP shall obtain “Designated Partner Identification Number (DPIN)”. You need to file eForm DIN-1 in order to obtain DIN or DPIN. In case you already have a DIN (Director Identification Number), the same can be used as a DPIN.
DIN / DPIN is a unique Identification Number allotted to an individual who is an existing director of a company or intends to be appointed as director of a company pursuant to section 266A & 266B of the Companies Act, 1956 (as amended vide Act No 23 of 2006) / or a Designated Partner of a LLP under section 7 of the Limited Liability Partnership Act, 2008.
Income-tax Permanent Account Name (Income-tax PAN) is mandatory as identity proof in case of Indian nationals and in such case applicant details should be as per Income-tax PAN. In case of foreign nationals, Passport number is mandatory. 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 eForm. 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.
- Digital Signature Certificate
The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. All filings done by LLP under e-filing are required to be filed with the use of Digital Signatures by the person authorized to sign the documents.
The Ministry of Company Affairs (MCA) has stipulated a Class-II or above category certificate for e-filings under MCA21. A person who already has the specified DSC for any other application can use the same for filings under MCA21 and is not required to obtain a fresh DSC. The DSCs are typically issued with 1 year validity and 2 year validity. These are renewable on expiry of the period of initial issue.
- Name Availability
Every limited liability partnership shall have either the words “limited liability partnership” or the acronym “LLP” as the last words of its name. LLPs would not be given names, which, in the opinion of the Central Government, are undesirable. Registrar would be under obligation to follow such rules, which would be framed by the Central Government in connection with allotting names to LLPs. The LLP needs to file e-Form 1 i.e Application for reservation or change of name. To check name availability free name search facility (of existing companies / LLPs) is available on MCA portal. The applicant needs to give upto 6 proposed names in preference along with their meaning and significance of each word. Also the applicant has to adhere to the Name Availability Guidelines 2011 issued by MCA.
There are also provisions in respect of ‘rectification of name’ in case two LLPs have been registered with the same name, inadvertently. The name can be reserved by ROC on approval of Form 1, for a period of 3 months from the date of intimation by the Registrar. However, Foreign LLP/Companies have an option to reserve their existing names, under which they are operating outside India, for a period of 3 years in India, which can be further renewed on application to Registrar in Form 25.