In this era of emerging Startups and SMEs, a question “Which is the most suitable business structure for commencing a business?” is so common. The suitability of form of organization is affected by various factors like:
- Type of Activities by the business;
- Initial Capital/ Contribution;
- Funding requirements; and
- Applicable Compliances, etc.
Although the concept of Limited Liability Partnerships (LLPs) Registration is somewhat new in comparison to Private Limited Registration, yet the LLP has become a preferred form of organization among a select group of entrepreneurs who are in service sector especially amongst professionals as it has the benefits of both partnership firm and company into a single form of organization.
Genesis of LLP Registration in India
The concept of Limited Liability Partnership (LLP) was introduced by the Government of India in the year of 2008. The LLPs in Indiaare governed by the Limited Liability Partnership Act, 2008 and regulated by the Ministry of Corporate Affairs (MCA).
In this write up, we will discuss about the aspects related to Online LLP Registration.
Prerequisites of Online LLP Registration:
- Minimum Number of Designated Partners: The number of designated partners shall be at least two (including nominee of Body corporate as DP) and at least one of them should be a resident of India.
- Minimum Contribution: Contribution means the amount introduced by the first Partners of the LLP. As per the LLPAct, 2008 there is no limit of minimum contribution made by the Partners of the Company.
- Obtaining DSC: Digital Signature Certificate (DSC) is required to sign the digital documents/ eForms. Therefore, applicant should ensure that the DSCs are ready before initiating the registration of LLP.
The Online LLP Registration is broadly classified in three parts. The LLP is said to be Registered successfully when the following three forms are submitted and approved by MCA department:
- Form for Name Reservation – RUN LLP
- Form for LLP Registration – FiLLiP
- Form to submit the LLP Agreement – FORM 3
Now, let’s discuss the matters related to submission of above-mentioned forms individually:
- Form for Name Reservation – RUN LLP
- The foremost step to start any business is to select the name under which the business is to be carried on. The name should not be undesirable and should not resembles too nearly with the name already registered with MCA.
- The RUN LLP form is a facility for web-based application of name reservation. When an applicant has to get a name reserved for any new LLP to be incorporated, he has to file this web-based form. Once the name is approved, the applicant can apply for incorporation of the LLP before expiry of the validity of approved name i.e., 3 months from the date of approval.
- The applicant may attach the required mandatory supporting documents (if any) in the specified format i.e., in pdf or in jpg.
- Where the department consider the Name as undesirable, or for any other reason as the department may think fit, mark the form for Resubmission. In case of resubmission, application of RUN LLP shall be submitted within T+15 days (where T is the date of marking the application as ‘Resubmission Required’)
- Form for LLP Registration – FiLLiP
- Timeline for submitting FiLLiP on MCA Portal:
As mentioned above, after the name is approved, the applicant has to file the application for Incorporation of the LLP within 3 months from the date of approval. This application is submitted in Form FiLLiP.
- Purpose of Form FiLLiP
FiLLiP is an integrated form aims to simplify the process of incorporation of LLP and its registration with the Registrar of Companies (RoC). Through FiLLiP, apart for Registration of LLP with RoC, the applicant may avail other service like – Application for allotment of Designated Partner identification Number (DPIN), Application for PAN/ TAN allocation, etc.
|Note: As per Rule 11 of LLP Rules, 2009 i.e., Incorporation of Limited Liability Partnership, maximum five designated partners are allowed to apply for DIN/DPIN using this integrated form.However, while filling up the eform it was found that Total number of Designated Partners (having DIN/DPIN and not having DIN/DPIN) shall not exceed 3.|
- What are the documents required to be attached along with FiLLiP?
- Proof of Office address of the Proposed LLP:
- Copy of the utility bills (not older than two months)
- No Objection Certificate (NOC) from the owner of the Property.
- If the Property is on Conveyance/ Lease/Rent – Conveyance/ Lease deed/Rent Agreement along with rent receipts
- Documents of Designated Partners/ Partners:
- Self-attested copy of PAN (Mandatory)
- Self-attested copy of Proof of identity – (Voters Identity Card/Passport/Driving License/Aadhaar)
- Self-attested copy of Residential proof, not older than 2 months – (Bank Statement/Electricity Bill/Telephone bill/Mobile bill/Utility Bill/Registered/Notarized Rent Agreement)
- LLP Subscribers’ sheet including consent:It contain the details of the subscribers of the LLP along with the Photo and signatures of Designated Partners (DP). It also contains a written declaration by each DP that the information written in the subscriber sheet is true and correct and the same shall be witnesses by a Person.
- Form 9: It is an auto-generated web-based form which is filed as an attachment along with FiLLiP form. It contains the consent by Designated Partners to act as such in the Proposed LLP.
- Valuation Report (Conditional Attachment): This attachment is mandatory to attach by the applicant only if the Partner has contributed the subscription money by way “Other than cash”.
Once all the information/documents are compiled, the applicant has to file the FiLLiP form. The CRC (MCA) will scrutinize the form submitted by the applicant. Where the Department finds the form in order, he may approve the application and issue Certificate of Incorporation (COI), PAN and TAN of such LLP.
Otherwise, the application is marked as ‘Resubmission required’, along with the reasons of the same. For the application that is marked ‘Resubmission required’, the user is required to update the details in the web-form and complete submission (including the upload of DSC affixed pdf) within 15 days from the date of receiving the resubmission.
You may think that as the COI is already issued by the MCA, why it is necessary to file Form 3? Refer the below discussion
- Submission of the LLP Agreement – FORM 3: LLP Agreement
Pursuant to Section 23(2) and (3) of The Limited Liability Partnership Act, 2008 read with Rule 21(1) of Limited Liability Partnership Rules, 2009
Form 3 is required to be filed with the MCA within 30 days from the date of incorporation of the LLPfor filing information with regard to LLP Agreement. LLP Agreement is the written agreement between the partners of the Limited Liability Partnership (LLP) or between the LLP and its partners for establishing the rights and duties of the partners toward each other as well toward the LLP.
Applicant has to file Form 3 along with the duly notarized LLP Agreement. Once the Form 3 is filed and approved by the Department, the LLP is said to Incorporated successfully in all respect.
CONCLUSION– In this article, we have tried to cover all the aspects related to Online Company Registration. Do you Still have any doubt? We at Compliance Calendar LLP have a dedicated team of Professionals who are well versed with provisions of the LLP Act, 2008 and other applicable rules and regulation.
We will be happy to support you in your Online LLP Registration and will provide you with all the legal drafts. To know more regarding as to how to register your LLP Business, please mail us at email@example.com or say hi at 9988424211 and someone from our team will reach out to you at the earliest.