INCORPORATION OF A LIMITED LIABILITY PARTNERSHIP (LLP)
LLB., FCS., FICWA
Practising Company Secretary
kpcrao.india@gmail.com
1.
MCA 21 ENVIRONMENT
OVERVIEW
Keeping in tune with the e-Governance initiatives the world over, Ministry of Corporate Affairs (MCA), Government of India, has initiated the MCA21 project, which enables an easy and secure access to MCA services in a manner that best suits the corporate entities and professionals besides the public. MCA21 is intended to achieve all the objectives of a versatile e-Governance project. The project has been named MCA21 as it aims at repositioning MCA as an organisation capable of fulfilling the aspirations of its stakeholders in the 21st century. Rather than compelling the business community to physically travel to MCA offices, MCA services are available at the place of their choice, be it their homes or offices.
ABOUT MCA21
MCA21 project is designed to fully automate all processes related to the proactive enforcement and compliance of the legal requirements under the Companies Act, 1956. This will help the business community to meet their statutory obligations. The major components involved in this comprehensive e-Governance project are Front Office and Back Office. From the customer perspective, the Front Office operations assume significance, which would be administered through the Front Office portal. The entire Back Office operations of the MCA would be automated so as to achieve the objective of a user-friendly computerized environment. MCA portal is the single point of contact for all MCA related services, which can be easily accessed over the Internet by all users.
Adopting international best practices, MCA21 application adds immense value to the stakeholders. The following points highlight the project’s invaluable importance:
1) Enable the business community to register a company and file statutory documents quickly and easily.
2) Public will get easy access to relevant records and get their grievances redressed effectively.
3) Professionals will be able to offer efficient services to their client companies.
4) Financial institutions will find registration and verification of charges easy.
5) MCA will ensure proactive and effective compliance with relevant laws and corporate governance.
SELF REGISTRATION
For conducting certain transactions, it is required to self register on MCA portal which provides for:
1. Registration on MCA portal by new user
2. Change of password by user
3. Updation of personal profile
E-FILING
User downloads the e-form
The users fill the appropriate e-Form for the service required. There is an option of pre-fill facility in the e-Forms, where the static details such as name and address of the company will be pre-filled by the system automatically on entering the Corporate Identity Number (CIN).
The users attach the necessary documents to the e-form.
The users may avail the pre-scrutiny service of the e-Form. The documents will be verified (pre-scrutinised) by the system. In case of any discrepancies, for example, if a mandatory column in the e-Form is not filled in, the user will be asked to rectify before the document is ready for execution (signature).
The applicant or a representative of the applicant will then submit the duly signed documents electronically. The system will calculate the fee, including late payment fees, if applicable.
Payments will have to be made through appropriate mechanisms – either electronic (credit card, Internet banking) or traditional means (at the Bank counter).
a) Electronic payments can be made at the Virtual Front Office (VFO) or Registrar’s Front Office.
b) If the user selects the traditional payment option, the system will generate a pre-filled Challan in the prescribed format. Traditional payments through cash, cheques can be done at the designated network of Banks using the system generated Challan. There are five banks with various branches across the country authorised for accepting Challan payments.
The payment will be exclusively confirmed for all online (Internet) payment transactions using payment gateways.
Acceptance or rejection of any transaction will be explicitly communicated to the applicant (including facility to print a receipt for successful transactions).
MCA21 provides a unique transaction number called Service Request Number (SRN), which can be used by the applicant for enquiring status pertaining to that transaction.
2. DIRECTOR IDENTIFICATION NUMBER (DIN)
The concept of a Director Identification Number (DIN) has been introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending Directors have to obtain DIN within the prescribed time-frame as notified.
Step by step Process
Step I. Obtain provisional DIN
The applicant is required to fill-up and submit form DIN-1 online for obtaining provisional DIN. Form DIN-1 is available under 'Apply for DIN' tab on the left hand side panel under DIN' link on the homepage of MCA portal.
If the name of a person does not have a last name, then his/ her father's first name should be filled in the mandatory 'Last Name' field in form DIN-1. In such a case, an affidavit duly notarized by a Notary Public should also be submitted along with DIN application.
Step II. Pay DIN application fee
The applicant is required to login to the MCA portal and click on 'Pay Miscellaneous fee' link available under the 'Services' tab. Select 'DIN application fee' option and enter the provisional DIN. Applicant can make the payment of fee by using any of three modes of payment available on MCA portal. Form DIN-1 will be processed only after the DIN application fee is paid.
Step III. Dispatch DIN application to MCA DIN Cell
The applicant is required to take a print-out of Form DIN-1 (containing provisional DIN generated online). Fill the Service Request Number (SRN) of the fee paid. Sign the DIN application form manually and paste a good resolution photograph in the space earmarked. Attach the photocopies of the 'Proof of Identity' (Attach additional proof, if 'Father's name and 'Date of Birth' is not indicated in the 'Proof of Identity') and the 'Proof of Residence' with DIN application form and tick the relevant checkbox against the document name. Get the photograph and the attached supporting documents attested from an approved authority as specified in form DIN-1. The certifying authority must mention its particulars such as Name, COP No. etc, and affix its seal/ stamp.
Complete set of documents is required to be sent to MCA DIN Cell at Noida, by post, courier or hand delivery, as per convenience, within 60 days from the date of generation of provisional DIN online.
Processing of DIN application
DIN application is received by MCA DIN Cell. DIN application form and attached supporting documents are scrutinized and if found in order, the provisional DIN is approved and activated in the system. If there is any defect in the DIN application, the provisional DIN is rejected. It takes about a week's time to complete this process. DIN approval/ rejection letter is generated and sent by post to the applicant. The status of application can also be tracked from the 'DIN Approval status' tab in the DIN corner.
Steps after approval of DIN :
On approval of DIN, intimate your DIN to all the company(ies) (within a period of 30 days from the date of approval) in which you are a Director, in form DIN-2. Form DIN-2 can be downloaded and printed from the 'DIN' link on the homepage of MCA portal.
Company to intimate your DIN to ROC
After the Director has intimated the DIN allotted to the company(ies), the Company(ies) is/are then required to intimate the DINs of its directors to the ROC in Form DIN-3 within a period of seven days of receiving form DIN-2.
Post-approval changes in particulars of DIN-1
If there is any change in the particulars submitted in form DIN-1, File form DIN-4 for intimating the changes in the particulars within 30 days. For instance in the event of change of address of a director, he/ she is required to intimate this change by submitting Form DIN-4 along with the required attested documents with MCA DIN Cell.
3. DIGITAL SIGNATURE CERTIFICATE (DSC)
What is a Digital Signature Certificate (DSC)
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. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the companies under MCA21 e-Governance programme are required to be filed with the use of Digital Signatures by the person authorised to sign the documents.
Legal Warning:
You can use only the valid Digital Signatures issued to you. It is illegal to use Digital Signatures of anybody other than the one to whom it is issued.
Certification Agencies:
Certification Agencies are appointed by the office of the Controller of Certification Agencies (CCA) under the provisions of IT Act, 2000. There are a total of seven Certification Agencies authorised by the CCA to issue the Digital Signature Certificates (DSCs). The details of these Certification Agencies are available on the portal of the Ministry www.mca.gov.in
Class of DSCs:
The Ministry of Corporate Affairs 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.
Validity of Digital Signatures:
The DSCs are typically issued with one year validity and two year validity. These are renewable on expiry of the period of initial issue.
Certifying Authorities
Certifying Authorities (CA) has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000. One can procure Class 2 or 3 certificates from any of the following certifying authorities:
i) Tata Consultancy Services (TCS)
ii) National Informatics Center (NIC)
iii) IDRBT Certifying Authority
iv) SafeScrypt CA Services, Sify Communications Ltd.
v) (n) Code Solutions CA
vi) MTNL Trust Line
vii) Customs & Central Excise
4. E FILING
e-Filing
The Ministry of Corporate Affairs has introduced the MCA21 e-Governance programme with a view to providing all services relating to ROC offices on-line in e-Governance mode. All filings from September 16, 2006 can be done only under the Digital Signatures of the authorised person (MD/ Director/ Company Secretary as the case may be). There are various channels available to stakeholders to enable them to do the statutory filing with ROC offices across the country:
For e-Filing your Computer must have the following components installed:
Windows 2000 / Windows XP
Internet Explorer v6.0 and above
Adobe Reader V 9.3 and lower versions
Java Runtime Environment (JRE)
Virtual Front Office
MCA21 replaces the erstwhile practices broadly consisting of physically filing of documents, incorporation of companies and inspection of documents with the Registrar of Companies. This project is the first of its kind and is intended to create a healthy business eco system conducive to foreign investment thereby boosting the Indian economy.
5. E- STAMPING
After losing lot of revenue through the circulation of fake stamp papers in famous Telgi stamp paper scam and thereby learning a lesson, the Government started to find a way to curb the loss in the revenue to the Governments.
E-stamping is computer based stamping of documents where record keeping agency maintains the database electronically instead of physical stamping of documents which could be forged or duplicated. This is secure electronic way of stamping of documents. This system will replace the present system of physical stamp papers/ franking is replaced by e stamping. E stamping has been customized and developed by Stock Holding corporation of India in collaboration with Singapore based Crimson Logic, who pioneered the technology. India is the second country to implement the system after Singapore in 1990.
Features of e-stamping
i) On line stamp duty certificates can be generated with in minutes
ii) Stamp duty certificates will be tamper proof
iii) It is a secured electronic payment gateway to the government
iv) Authenticity of the certificate can be checked through its enquiry module
v) Stamp certificate generated has a Unique Identification Number
vi) Specific denomination not required.
Registrars of Companies have to ensure that proper stamp duty is paid on the instruments registered with their office. As of now, physical submission of documents is mandatory where stamp duty is levied in order to ascertain that applicable stamp duty has been paid. In the present scenario, even though the e-Form is submitted instantly, the ROC office has to wait for receipt of physical stamp papers to initiate necessary processing. It results in service delivery time getting longer. Hence, in furtherance of e-governance initiatives, provisions regarding stamp duty applicable on filing of e-forms have been amended and stakeholders shall have facility to pay stamp duty in electronic manner also. As of now, this process shall cover Form 1(including MOA, AOA), Form 5 and Form 44 only, accordingly revised e-forms are being introduced w.e.f. 12.09.2009.
Keeping in view the requirement of stakeholders awareness, process of e-stamp has not been made mandatory, meaning thereby, stakeholders have option to pay stamp duty in electronic manner through MCA21 system or in physical form as per the existing procedure. Further this process shall be applicable only to such States/Union Territories which have agreed to the request of Ministry of Corporate Affairs for collection of e-stamp duty on their behalf.
List of e-Forms to which e-Stamping will be applicable
Form 1, (including MOA, AOA)
Form 5
Form 44
Form 67
It is also obligatory for foreign investors or shareholders, both individuals and corporate shareholders, to seek Government Approvals for Investing in India. There are various steps required to establish a business in India, before and after incorporation.
6. INCORPORATION OF A LIMITED COMPANY
A Private Limited Company is a Company limited by shares in which there can be maximum 50 shareholders, no invitation can be made to the public for subscription of shares or debentures. The company cannot make or accept deposits from Public and there are restriction on the transfer of shares. The liability of each shareholder is limited to the extent of the unpaid amount of the shares face value and the premium thereon in respect of the shares held by him. However, the liability of a Director / Manager of such a Company can at times be unlimited. The minimum number of shareholders is 2.
A public company is defined as a company which is not a private company. The following conditions apply only to a public company: The public limited Company is one of a Company not limited by shares in which there can be unlimited shareholders, invitation can be made to the public for subscription of shares or debentures. The company can make or accept deposits from Public. However, the liability of a Director / Manager of such a Company can at times be unlimited A public company is required to have at least three directors. The minimum number of shareholders is 7. A public company is not authorized to start business upon the grant of the certificate of incorporation. In order to be eligible to commence business as a corporation, it must obtain another document called "certificate of commencement of business". It must publish a prospectus or file a statement in lieu of a prospectus before it can start transacting business. It must hold statutory meetings and obtain government approval for the commencement of business.
A Company in India can have foreign directors provided some conditions are fulfilled. The directors of an Indian company, both Indian and foreigner directors, are required to obtain Director Identification Number - DIN and Digital Signature Certificate - DSC. There are some restrictions regarding issuing sweat equity for a company incorporated in India.
Minimum paid up share capital of Rs. 100,000 (Rs. One lacs only) for Private Limited company and Rs. 500,000 (Rs. Five Lacs Only) for Limited Company, except if require some key words e.g. India, Corporation, Bharat, Industry etc..
A minimum number of 2 (two) shareholders/ subscribers to Memorandum of Association for Private Limited Company and 7 (Seven) for Limited Company. For a company which is a wholly owned subsidiary of a Foreign Company, both the subscribers should be the bodies corporate. As per Sec 4 (7) of the Companies Act, any private limited company incorporated in India would be deemed to be a public company in case the following conditions are satisfied:
a) It is a subsidiary of a foreign company, which if incorporated in India would qualify as a public company under the Companies Act; and
b) The entire share capital of the Indian company is not held by that foreign company, whether alone or together with one or more foreign companies.
PROCESS OF COMPANY INCORPORATION
The company incorporation is carried out in the following steps:
Name approval
Submission of application for name availability
i) An application is required to be submitted online in Form No. 1A to MCA to ascertain the availability of the name along with filing fee of Rs 500.
ii) The application should mention at least four names upto a maximum of six 6 names, in order of preference. It is at the discretion of the RoC which of these four they choose to allot. It may be noted that the RoC usually insists that the name of any Indian company should be reflective of the main activities carried on by it.
iii) The significance and use of the word ‘(Brand name)’ should be justified.
Documents to be filed with MCA while Incorporation
The following documents are required to be submitted to MCA after they are duly executed:
1) MOA and AOA - These are required to be executed by the promoters in their own hand in the presence of a witness in quadruplicate stating their full name, father's name, residential address, occupation, number of shares subscribed for, etc.
2) Form No. 1 - This is a declaration to be executed on a non-judicial stamp paper by one of the directors of the proposed company or other specified persons such as Attorneys or Advocates, etc. stating that all the requirements of the incorporation have been complied with.
3) Form No. 18 - This is a form to be filed by one of the directors of the company informing the ROC the registered office of the proposed company.
4) Form No. 29 - This is a consent obtained from all the proposed directors of the company to act as directors of the proposed company. (Not required in case of private company).
5) Form No. 32 - This is a form stating the fact of appointment of the proposed directors on the board of directors from the date of incorporation of the proposed company and is signed by one of the proposed directors.
6) Name approval letter in original.
7) Power of Attorney signed by all the subscribers of MOA authorizing one of the subscribers or any other person to act on their behalf for the purpose of incorporation and accepting the certificate of incorporation.
8) Power of Attorney in case of a subscriber who has appointed another person to sign the MOA on his behalf.
9) Filing fees as may be applicable
Certificate of Incorporation
The RoC shall verify the documents and suggest modifications wherever required. The authorised person should duly carry out such modifications. The modified documents should be e - filed again. Thereafter, Registrar on being satisfied that all the requirements for the registration of the company as laid down under the Act and rules made there under have been duly complied with shall certify under his hand that company is incorporated and issue a certificate of incorporation to the company. Upon its issue the company is born and came into existence as a legal person.
Certificate as Conclusive Evidence
Not only does the certificate creates the company but also it is a “conclusive proof” that all the requirements of the Companies Act have been duly complied with in respect of registration and matters precedent and incidental thereto and that the association is a company authorised to be registered and duly registered under this Act.”
Other Requirements
1. A Registered Business Name: This must be followed by the word ‘Limited' or ‘Ltd'. Of six names in order of preference, indicative of the main objects of the company. It should be ensured that the name does not resemble the name of an existing company and also does not violate the provisions of The Emblems and Names (Prevention of Improper Use Act, 1950).
2. A Registered Office: This need not necessarily be the same address as the business is conducted from. Quite frequently the address used for the registered office is that of the firm's solicitor or accountant. This is the address, through, where all official correspondence will go in the initial stages.
3. Details of Directors (2 in case of private company and 3 in case of public company).
4. Shareholders: There must be a minimum of two shareholders (also described as `members' or `subscribers'). A private company can have up to fifty shareholders.
5. Share Capital: The company must be formed with a stated, nominal share capital divided into shares of fixed amounts.
6. Memorandum of Association: The memorandum is the company's charter. It states the company's name, the situation of its registered office; its share capital; the fact that liability is limited and, most importantly, the object for which the company has been formed. The memorandum must be signed by at least two or seven as case may be.
7. Articles of Association: The document contains the internal regulations of the company, the relationship of the company to its shareholders and the relationship between the individual shareholders. Many companies don't bother to draw up their own articles but adopt (sometimes with some modifications) articles set out in the Companies Act.
8. Certificate of Incorporation: This is the document, which the registrar of companies issues to you once he has approved your choice of name and your memorandum. When you receive this document your company legally exists and is ready to trade.
9. Auditors: Every company must appoint a qualified auditor. The auditor's duty is to report to the share holders whether or not the books of the company have been properly kept, and that the balance sheet and profit and loss account presents
10. Accounts: The Companies Act lays down strict rules on accounting. Every company must maintain a set of records, which show the financial position at any one time with reasonable accuracy. The accounts comprise a profit and loss account and balance sheet with the auditors' and directors' reports appended. A new company's accounting reference period begins on its incorporation and runs until the following 31st March - unless the company notifies the registrar of companies otherwise. Within stipulated period from the closure of financial year (now it is six months), an audited set of accounts must be laid before the shareholders at a general meeting and a set delivered to the registrar of companies.
11. Registers, etc.: In addition to the accounts books, companies are required to have a register of members and share ledger; a register of directors and secretaries; a register of share transfers; a register of charges; a register of debenture holders; a book can be purchased to hold all of the above.
12. Company Seal: All companies must have an engraved seal. This must be impressed on share certificates and must be used whenever the company has to execute a deed. Again, this is included in the ready-made company package.
7. COMMENCEMENT OF BUSINESS
A private company can commence business right from the date of its incorporation. But, in the case of a public company, a further certificate for the commencement of business has to be obtained. This becomes necessary where a company has issued a prospectus inviting the public to subscribe for its shares. It will be entitled to the certificate subject to the following conditions: [S.149 (1)]
(a) Shares payable in cash must have been allotted up to the amount of the
minimum subscription;
(b) Directors must have paid in cash the application and allotment money
in respect of the shares contracted to be taken by them for cash;
(c) No money is liable to become refundable to the applicants by reason of
failure to apply for or to obtain in permission for shares or debentures to be dealt in on any recognized stock exchange.
A declaration signed by any director of the company or its secretary that the above requirements have been complied with should be filed with the Registrar. When this is done, the Registrar certifies that the company is entitled to commence business. The certificate is conclusive evidence that the company is so entitled. No public company can commence any business or exercise any borrowing power unless this certificate is obtained. Any contract made before the date at which the company is entitled to commence business shall be provisional only and shall not be binding on the company until the certificate is obtained.
8. LIMITED LIABILITY PARTNERSHIP (LLP)
The Limited Liability Partnership (LLP) Act, 2008 was passed by the Parliament on 12th December, 2008 and the President has given assent to this Bill on 7th January, 2009.
Concept
LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity. Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.
International Scenario
The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.
Characteristics
LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession. LLP form is a form of business model which: (i) is organized and operates on the basis of an agreement. (ii) provides flexibility without imposing detailed legal and procedural requirements. (iii) enables professional/technical expertise and initiative to combine with financial risk taking capacity in an innovative and efficient manner
Beneficiaries
India has witnessed considerable growth in services sector and the quality of our professionals is acknowledged internationally. It is necessary that entrepreneurship knowledge and risk capital combine to provide a further impetus to our impressive economic growth. Equally the services sector promises an economic opportunity similar to that provided by information technology over the past few years. It is likely that in the years to come Indian professionals would be providing accountancy, legal and various other professional/technical services to a large number of entities across the globe. Such services would require multidisciplinary combinations that would offer a menu of solutions to international clients. In view of all this, the LLP framework could be used for many enterprises, such as:-
i) Persons providing services of any kind
ii) Enterprises in new knowledge and technology based fields where the corporate form is not suited.
iii) For professionals such as Chartered Accountants (CAs), Cost and Works Accountants (CWAs), Company Secretaries (CSs) and Advocates, etc.
iv) Venture capital funds where risk capital combines with knowledge and expertise
v) Professionals and enterprises engaged in any scientific, technical or artistic discipline, for any activity relating to research production, design and provision of services.
vi) Small Sector Enterprises (including Micro, Small and Medium Enterprises)
vii) Producer Companies in Handloom, Handicrafts sector
Taxation
Since the taxation related matters in India are provided under Tax Laws, the taxation of LLPs has not been provided in the LLP Act. The Finance Bill, 2009 has made provisions in this regard, pursuant to which the taxation scheme of LLPs has been proposed to be introduced in the Income Tax Act. The Finance Bill, 2009 has proposed certain measures regarding taxation of LLPs.
INCORPORATION OF A LIMITED LIABILITY PARTNERSHIP
A Limited Liability Partnership may be incorporated as per the procedure explained below:
User Registration
i) Register yourself on the website of Ministry of Corporate Affairs, developed for LLP services, i.e. www.llp.gov.in . This website may also be accessed through the website of the ministry www.mca.gov.in On the home page of the URL www.llp.gov.in click “Register” tab on top right hand corner of the page.
ii) Fill in the registration form. Fields marked * in the form are to be mandatorily filled. Select your user name and password.
iii) Upload digital signature certificate
iv) On successful registration, system will give a message that you have been registered successfully.
Obtain Designated Partners Identification Number (DPIN).
i) All designated partners of the proposed LLP shall obtain “Designated Partner Identification Number (DPIN)” by filing an application individually online in Form -7.
ii) For obtaining DPIN kindly log in by clicking on the “Login” tab on top right corner of the home page, enter your user name and password. After login, click on the E-forms link. List of e-forms will open. Click and open Form 7.
iii) Fill up “Form 7” for allotment of DPIN
iv) Pay filing fee of Rs.100 online through credit card (master/visa)
v) Submit the application form online. The system will generate a provisional DPIN. Kindly note it carefully
vi) Take the print out of the application form, affix a latest passport size photograph and get it attested/certified for submission physically along with documentary evidences for proof of identify and proof of residence with the Registrar LLP.
vii) Deliver the printed and signed application form, along with the prescribed documents by hand/courier/registered post to the Office of Registrar, Ministry of Corporate Affairs, 3rd Floor, “Paryavaran Bhawan”, CGO Complex, Lodhi Road, New Delhi-110003.
Digital Signature Certificate
Partner/Designated partner of LLP/proposed LLP, whose signatures are to be affixed on the e-forms has to obtain class 2 or class 3 Digital Signature Certificate (DSC) from any authorized certifying agency, details of which are available on the home page of the llp portal under the tab “Certifying Authorities”.
Reservation of name
i) Log on to the LLP portal by clicking the “log in” tab on the top right corner of the homepage and enter your username and password. After login, click “E-Forms” link.
ii) Open Form-1 for reservation of name and fill in the details. Select name of the proposed LLP (upto 6 choices can be indicated).
iii) Any partner or designated partner in the proposed LLP may submit Form-1.
iv) Append digital signatures and submit the e-form
v) Pay the necessary fee by credit card (master/visa).
vi) Free name search facility (of existing companies / LLPs) is available on MCA portal (hyper link available on LLP portal).The system will provide the list of similar/closely resembling names of existing companies/LLPs based on the search criteria filled up.
vii) Details of minimum two designated partners of the proposed LLP, one of them must be a resident of India, is required to be filled in the application for reservation of name. Only individuals or nominees on behalf of the bodies corporate as partners can act as designated partners.
viii)Check status of your application by logging on the portal.
Incorporation of LLP
i) Once the name is reserved by the Registrar, log on to the portal and fill up Form-2 “Incorporation Document and Statement”.
ii) Pay the prescribed registration fee as per the slab given in Annexure A of the LLP Rules, 2009, based on the total monetary value of contribution of partners in the proposed LLP.
iii) Statement in the e-form is to be digitally signed by a person named in the incorporation document as a designated partner having permanent DPIN and also to be digitally signed by an advocate/company secretary/chartered accountant/cost accountant in practice and engaged in the formation of LLP.
iv) On submission of complete documents the Registrar after satisfying himself about compliance with relevant provisions of the LLP Act will register the LLP, maximum within 14 days of filing of Form-2 and will issue a certificate of incorporation in Form-16.
v) You can check status of your application by logging on to the portal
Filing of LLP agreement (Form-3) and Partners’ details (Form-4)
Form 3 (Information with regard to LLP agreement and changes, if any made therein) and Form-4 (Notice of Appointment of Partner/Designate Partner, his consent etc.) may be filed with the prescribed fee simultaneously at the time of filing Form-2 or within 30 days of the date of incorporation or within 30 days of such subsequent changes.
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