Steps to register a Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) has become a preferred form of organization among entrepreneurs in India. An LLP incorporates the benefits of a partnership firm and a company. As the name suggests, an LLP is a partnership firm established by a minimum of two partners who enter into an LLP agreement. However, the partners of an LLP have limited liability and the LLP has perpetual succession just like a company.

The concept of the Limited Liability Partnership (LLP) was introduced in India in 2008. The Limited Liability Partnership Act, 2008 regulates the LLPs in India. Minimum two partners are required to incorporate an LLP.

Step 1: Obtain Digital Signature Certificate (DSC)

Before initiating the process of registration, you must apply for the digital signature of the designated partners of the proposed LLP. This is because all the documents for LLP are filed online and are required to be digitally signed. So, the designated partner must obtain their digital signature certificates from government recognized certifying agencies. Here is a list of such certified agencies. The cost of obtaining DSC varies depending upon the certifying agency. Also, you should obtain class 3 category of DSC.

Step 2: Apply for Designated Partner Identification Number (DPIN)

You have to apply for the DPIN of all the designated partners or those intending to be designated partners of the proposed LLP. The application for allotment of DPIN has to be made in Form DIR-3. You have to attach the scanned copy of documents (usually Aadhaar and PAN) to the form. The form should also be signed by a Company Secretary, Chartered Accountant or Cost Accountant in full-time practice.

Only a natural person can be a Designated Partner of an LLP. Hence, the DPIN can be obtained by only natural persons and not artificial legal entities like a company, LLP, OPC, association of persons, etc.

Step 3: Name Approval

RUN-LLP (Reserve Unique Name-Limited Liability Partnership) is filed for the reservation of the name of the proposed LLP which shall be processed by the Central Registration Centre. But before quoting the name in the form, it is recommended that you use the free name search facility on MCA portal.

The system will provide the list of closely resembling names of existing companies/LLPs based on the search criteria filled up. This will help you in choosing names not similar to already existing names. The registrar will approve the name only if the name is not undesirable in the opinion of the Central Government and does not resemble any existing partnership firm or an LLP or a body corporate or a trademark.

A re-submission of the form shall be allowed to be made within 15 days for rectifying the defects. There is a provision to provide for 2 proposed names of the LLP. You must must apply for LLP incorporation within 3 months of the date of name approval by the MCA.

Step 4: Incorporation of LLP

  • The form used for incorporation is FiLLiP (Form for incorporation of Limited Liability Partnership) which shall be filed with the Registrar who has jurisdiction over the state in which the registered office of the LLP is situated. The form will be an integrated form.
  • Fees as per Annexure ‘A’ shall be paid.
  • This form also provides for applying for allotment of DPIN, if an individual who is to be appointed as a designated partner does not have a DPIN or DIN.
  • The application for allotment shall be allowed to be made by two individuals only.
  • The application for name reservation may be made through FiLLiP too.
  • If the name that is applied for is approved, then this approved and reserved name shall be filled as the proposed name of the LLP.

Step 5: File Limited Liability Partnership (LLP) Agreement

LLP agreement governs the mutual rights and duties amongst the partners and also between the LLP and its partners.

  • LLP agreement must be filed in Form 3 online on MCA Portal.
  • Form 3 for the LLP agreement has to be filed within 30 days of the date of incorporation.
  • The LLP Agreement has to be printed on Stamp Paper. The value of Stamp Paper is different for every state.

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