LLP Registration FAQ
What is a Limited Liability Partnership (LLP)?
A Limited Liability Partnership (LLP) is an incorporated business form that combines the features of partnership and the LLP form of business. The LLP form of organization was introduced in India by Limited Liability Partnership Act, 2008.
Who is a Partner of LLP?
Partner(s) are the persons who invest capital and holds shares in a LLP. Partners the ultimate owners of the LLP. A person becomes a partner in the LLP in accordance with LLP agreement.
Who is a Designated Partner of LLP?
Designated partners are responsible for the doing all acts and things that are required to be carried out by the LLP in respect of compliance of the provisions and filing of documents/returns/statements under the LLP Act and things as may be specified in the LLP agreement. Every partner need not be a designated partner of the LLP.
How many partners and designated partners are required for an LLP?
LLP should have Minimum 2 partners and 2 Designated Partners. Designated Partner must be a Partner of LLP.
Who can become Partners in a LLP?
Partners of LLP could be Individuals, Companies or LLPs, but only individuals can become Designated Partners of LLP.
Who can become a designated partner?
An LLP should have a minimum of two 'Designated' partners who are individuals and at least one of them should be resident in India.
What is the Maximum Number of Partners in LLP?
Partners are the persons who own the LLP and manage LLP.
What is Contribution?
Contribution means the amount contributed by each partner agreed in the LLP as per LLP agreement. The contribution is the liability of each partner and LLP can recover the agreed contribution from the partner. A partner can contribute to the capital by cash, goods or services subject to applicable valuation.
What is meant by Objects of the LLP?
Objects are the proposed business of the LLP. The objects can be any business that is legal. A LLP can have multifaceted objects. It is advisable to identify the main objects of the LLP in a particular line of business. The name of the LLP must be in line with the main objects of the LLP. The objects are described under a Clause in LLP Agreement.
Can a LLP do multifarious objects?
Yes. However, it is advisable to identify the main objects in line with the name of the LLP at the time of LLP Registration.
Whether the objects of the LLP can be changes later?
A LLP can change its objects decision of partners and by amending the LLP Agreement.
How to decide the Name of the LLP?
A LLP must have a unique Name. The approval of LLP Names is subject to LLP Name Guidelines issued by MCA. The name of the LLP should end with the words 'LLP' or 'Limited Liability Partnership'.
How to decide the State in which the LLP is to be registered?
The jurisdiction of the ROC will depend on the state in which the registered office of LLP is situated. Place of registration depends on the convenience to the promoters.
What is Registered Office of the LLP?
Registered Office refers to the official correspondence address of a LLP or its principal place of business. The address of the Registered Office will be used for all official communications of the LLP. The LLP shall affix the name and address of its registered office outside every office or place of business in a prominent position. Also, the name, registration number, 'Registered with Limited Liability' and address of its registered office should be mentioned in its business letters, bills and other official publications.
Whether registered office can be changed from one place to another?
The registered office can be changes from one place to another place within the city, or within the state or state to state subject to compliance of requirements under LLP Act
Whether Administrative Office can be same or different from Registered Office?
Administrative Office refers to a place where general Administration of LLP happens. Administrative Office can be same or different from Registered Office.
What is a Digital Signature Certificate (DSC)
DSC is a legally recognised method of signing documents electronically. A digital signature is a type of asymmetric cryptography used to simulate the security properties of a handwritten signature on paper. Digital signature schemes normally give two algorithms, one for signing that involves the user's secret or private key, and one for verifying signatures that involves the user's public key. The output of the signature process is called digital signature. Digital signature certificates are used by programs on the Internet and local machines to confirm the identity of a third party.Digital signatures have often confused with scanned copies of a physical written signature, which do not have any legal backing for authentication of electronic documents.
What is use of Digital Signature Certificate (DSC) in LLP Registration?
All the applications, Documents and Returns filed to the Registrar of Companies (ROC) are submitted online through www.mca.gov.in. These forms need to be authenticated by a Digital Signature Certificate (DSC) issued by the Certifying Authority in India.
How to get a Digital Signature Certificate (DSC)
In India, Digital Signature Certificate (DSC) is issued by Certifying Authorities appointed under Information Technology Act 2000. NCode Solutions, e-Mudhra and Safescrypt are the Certifying Authorities issuing DSC for MCA use. An application along with Identity and address documents are required to be Certifying Authorities for issue of Digital Signature Certificate.
What is a Director Identification Number (DIN)?
Director Identification Number (DIN) is a unique identification number allotted by the Ministry of Corporate Affairs to the Designated Partners of LLP / Directors of Companies. To become a Designated Partner of LLP, the incumbent partner must have DIN.
Director Identification Number (DIN) for Company and LLP are same?
Yes. DIN being an identification number issued by Ministry of Corporate Affairs, the same is used for Directors of Company and Designated Partners of LLP.
How to obtain a Director Identification Number (DIN)?
A DIN can be obtained by filing an online application with a copy of identity and address proofs using the Digital Signature Certificate (DSC) of applicant and certified by a LLP Secretary / Chartered Accountant / Cost Accountant in Practice.
How to check the availability of LLP Name?
The availability of LLP Name can be verified at www.mca.gov.in. If there is no Company or LLP with similar names registered already, the may be available for registration. The search results do not provide any guarantee that the searched name will be available for registration as the LLP name has to be approved by office of ROC.
How to make LLP Name Application?
An application for LLP Name has to be filed for getting the LLP name approval from the ROC. It is preferable to submit the application with multiple names in the order of preference. LLP name must be in line with the LLP Name Guidelines.
How many Names can be applied with one application?
Multiple names can be submitted for approval in one application in the order of preference. If the first applied name is not available, ROC will approve the next name. If you are particular about one name, it is preferable to apply with one name only and in case that name is not available apply the next name. Name application can be resubmitted only once.
How long LLP Name is valid for Registration?
The LLP Name shall be available for 90 days from the date of approval. After the expiry of 90 days, a fresh application has to be filed for availing the name for registration. LLP registration documents have to be executed and filed within this time line.
Can I reserve a LLP Name?
A foreign LLP or a foreign company reserve their existing name that is registered in the country of its regulation or incorporation. This reservation shall be valid for three years and can be renewed through a fresh application. This option is not available for promoters / companies from Inida.
I have a trademark. Can I get the same Name for My LLP?
If the trademark is registered, it gives you the right to get the same name. In case your Trademark application is under process at Trade Mark Registry, your application gets priority for approval as long as there is no similar LLP or LLP registered at Ministry of Corporate Affairs.
What is the Guidelines for LLP Name Approval?
LLP name approval is subject to LLP Name guidelines issued by MCA. Read detailed Guidelines for LLP Name Approval
What are the LLP registration documents?
LLP Registration documents consists of Subscription Sheet and Consent Letters of Partners and Designated partners of LLP
How to Execute the LLP registration documents?
Subscription Sheet has to be signed by Partners and has to be witnessed by a Professional with his registration Number. The witness could be a Company Secretary/ Chartered Accountant/ Cost Accountant / Advocate or Notary / or any other professional with registration number like Engineers and Doctors. Consent Letters has t be signed by of Partners and Designated partners of LLP
How to Submit LLP Registration documents to the Registrar of Companies (ROC)?
Duly executed Subscription Sheet and Consent Letters has to be submitted to the ROC of the respective state for the LLP registration through online applications along with LLP Registration Fee. Along with Subscription Sheet and Consent Letters, details of partners and designated partners are also required to be filed with the ROC.
Whether the originally signed Subscription Sheet and Consent Letters has to be submitted to ROC?
No. The originally executed Subscription Sheet and Consent Letters are not required to be filed with the ROC. The same has to be preserved by the promoters as permanent records
Who issues Certificate of Incorporation?
The ROC will register the LLP after due verification of Subscription Sheet and Consent Letters and other details and will issue the Certificate of Incorporation (COI). ROC will also allocate a LLP Identification Number (LLPIN) to the LLP so registered.
How the ROC issues Certificate of Incorporation?
The Certificate of Incorporation is issued by the ROC in Electronic Format signed with the digital signature certificate. No physical certificate will be issued by the office of ROC.
What is LLP Identification Number (LLPIN)?
LLPIN is a 7 digit alpha numeric registration number allotted by Ministry of Corporate Affairs, Government of India to an LLP.For eg: AAA-0002 is the number allotted by the Ministry of Corporate affairs to Companiesinn Consulting LLP, the first LLP registered online in India.
What is LLP Agreement?
LLP Agreement is an agreement with Partners and LLP describing the mutual rights and duties of each partner, the relationships among individual partners and that of each partner with the LLP. The usual elements that can be defined upfront with an LLP Agreement include management and operating procedures, addition of new partners, decision-making methodologies, etc.
When the LLP Agreement has to be executed?
By subscribing LLP incorporation documents, all partners are agreeing to enter into LLP agreement within 30 days. So all partners need to execute and file LLP Agreement within the time.