Setting up an LLP in India
Limited Liability Partnership (“LLP”) is a corporate entity type in India suitable for small and medium-sized businesses. An LLP is governed under Limited Liability Partnership Act, 2008 and the rules framed thereunder.
Any two people associated with carrying lawful business with aim of making a profit can set up an LLP. Setting up of Limited Liability Partnership in India is a well-structured process.
The meaning, process of registration, advantages and the documents required for establishing an LLP are mentioned as follows:
An LLP is a hybrid business structure that includes the advantages of both a limited liability company and the flexibility of a partnership. LLP establishes itself as a separate legal entity which means that it continues to exist irrespective of change in partners and the liability of the partners is limited to their contribution. The LLP can enforce contracts and have properties in its name.
How to register a Limited Liability Partnership (LLP) in India?
To incorporate an LLP is an easy process. The procedure of starting an LLP has the following steps in India:
Obtaining Digital Signature Certificate (DSC)
The LLP incorporation application has to be signed digitally by the designated partners. Therefore, all designated partners are required to obtain their respective Digital Signature Certificate (“DSC”). A DSC can be acquired from a certifying authority (CA).
Name Reservation via Login on MCA website
An application for reservation of name can be made on the MCA website. The applicant needs to click on the RUN icon. On clicking the icon, a name reservation form needs to be filled which will include the following details:
- Entity type of the LLP.
- Filling of LLPIN (only when an existing LLP needs to change the name and is using RUN to reserve the new name).
- The proposed name with an auto check facility. Two names can be proposed.
- Comment section can be filled with objects and important information like trademarks.
- The applicant can also attach a relevant document (if any).
Submit the Form and make payment of fee. Once the name is approved, it will be valid for 20 days from the date of approval of the name.
Incorporation of an LLP
After approval of name, an e-form “FiLLiP” must be filled for incorporation of LLP along with requisite documents. In case a designated partner does not have a DIN (Director Identification Number) or the name has not been reserved, then the same can be made through the incorporation form. A certificate of incorporation will be generated after approval of the e-form.
Filing of Limited Liability Partnership Agreement
After incorporation of LLP, the agreement of LLP must be filed in e-Form 3. The agreement contains the mutual rights and duties between the LLP and the partners. The agreement should be executed on a stamp paper and the amount of the stamp paper vary state to state.
- Proof of identity (PAN card and passport in case of foreign national) and residential address (AADHAAR card/Driver’s license/Passport/ Voter’s ID) of all partners;
- Proof of office address (Conveyance/Lease Deed/Rent Agreement etc. along with rent receipts);
- No Objection Certificate from owner of the property;
- Copy of utility bills of the registered office (not older than 2 months);
- Subscription sheet including consent;
- Detail of LLP(s) and/or Company(s) in which partner r is a director/partner;
- Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from Central Government or if the proposed business required any regulatory approval.
Please note that all documents executed outside India are required to be duly apostilled and notarised.
A separate legal entityWhen an entity registers itself as an LLP it accrues itself as a separate legal entity. An LLP can enforce contracts and at the same time sue or be sued in its name.
Limited liabilityThe partner’s liability is restricted to their contribution in the LLP and is not personally responsible for the losses made in the firm.
Fewer compliance costsThe costs of incorporating an LLP are much lesser than setting up a public or private limited company. An LLP is required to file only 02 statements yearly: Statement of Accounts and Solvency and Annual return.
No requirement of minimum contributionThere is no minimum capital requirement in LLP. An LLP can be formed with the least possible capital.
What are the minimum partners required to start an LLP?At least 2 partners are needed to start an LLP.
What are the criteria for becoming a partner in an LLP?Any individual can become a partner of an LLP as long as they are not of unsound mind, undischarged insolvent or they have applied to be discharged/adjudicated from being insolvent and that application is still in process.
How can a partnership firm be converted into an LLP?The partnership firm can apply in Form 17 (Application and statement for conversion of a firm into LLP) along with Form 2 (document of incorporation and subscriber’s statement) to be converted into an LLP.
How can an unlisted public company or an existing private company be converted to an LLP?The partnership firm can apply in Form 18 (Application and statement for conversion of an existing private company/ unlisted public company) along with Form 2 (document of incorporation and subscriber’s statement) and be converted to an LLP.
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