All you need to start an LLP in India

To register a Indian LLP, you need to first apply for a Designated Partner Identification Number (DPIN), which can be done by filing eForm for acquiring the DIN or DPIN. You would then need to acquire your Digital Signature Certificate and register the same on the portal. Thereafter, you need to get the LLP name approved by the Ministry. Once the LLP name is approved, you can register the LLP by filing the incorporation form.

Step 1: Application for DIN or DPIN

All designated partners of the proposed LLP shall obtain “Designated Partner Identification Number (DPIN)”. You need to file eForm DIN-1 in order to obtain DIN or DPIN. In case you already have a DIN (Director Identification Number), the same can be used as a DPIN.

Step 2: Acquire/ Register 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 LLP(s) are required to be filed with the use of Digital Signatures by the person authorised to sign the documents

Acquire DSC -A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000.

Register DSC - Role check can be performed only after the signatories have registered their Digital signature certificates (DSC) with LLP application. To know about it click Register a DSC

Step 3: New User Registration

To file an eForm or to avail any paid service on LLP portal; you are first required to register yourself as a user in the relevant user category, such as registered and business user. To register now click New User Registration

Step 4: Incorporate a LLP

Apply for the name of the LLP to be registered by filing Form 1 ( Application for reservation or change of name) for the same. After that depending upon the proposed LLP, file required incorporation Form 2 ( Incorporation document and Subscriber’s statement)

Once the form has been approved by the concerned official of the Ministry, you will receive an email regarding the same and the status of the form will get changed to Approved. To know more about eFiling process click "All About eFiling"

Step 5: File LLP Agreement

After incorporation of LLP, an initial LLP agreement is to be filed within 30 days of incorporation of LLP. The user has to file the information in Form 3 ( Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein).

Convert an existing entity firm into LLP/Start a Foreign LLP

Convert existing partnership firm into LLP

Any existing partnership firm that is willing to get converted into LLP will need to apply through Form 17 (Application and statement for the conversion of a firm into LLP. Form 17 needs to be filed along with Form 2 (Incorporation document and Subscriber’s statement).

Convert an existing private company/ unlisted public company into LLP

Any private company/ unlisted public company that is willing to get converted into LLP need to apply through Form 18 (Application and Statement for conversion of a private company/ unlisted public company into limited liability partnership (LLP)). Form 18 needs to be filed along with Form 2 (Incorporation document and Subscriber’s statement).

Start a Foreign Limited Liability Partnership (FLLP)?

Any Foreign LLP can establish its place of business in India by filling Form 27 (Registration of particulars by Foreign Limited Liability Partnership (FLLP)). The eForm has to be digitally signed by authorized representative of the FLLP.

There is no mandatory requirement to apply and obtain DPIN or DIN for Designated Partners of FLLP but the DSC of the authorized representative is mandatory.

Change LLP Information

  • Do you want to change LLP Name?

  • LLP can change its name by filling the following forms:

    • Form 1(Application for reservation or change of name) is required to be filled for name approval.

    • After the name gets approved, applicant is required to file Form 5 (Notice for change of name) to intimate the registrar about the name change of LLP.

  • Do you want to intimate changes among designated partners’ or partners’ or change in any particulars of designated partners’ or partners’ of a LLP?

  • A company can intimate changes among designated partners’ or partners’ or change in any particulars of designated partners’ or partners’ of a LLP by filing Form 4 (Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/ designated partner) with Registrar.

  • Do you want to change registered office of the LLP?

  • In case LLP wants to change its registered office, intimation regarding the same has to be filed in Form 15 ( Notice for change of place of registered office).

  • Do you want to change the LLP Agreement?

  • LLP can change the LLP Agreement by filing Form 3 (Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein). However, in case change in LLP agreement is due to change in partners/ designated partner, Form 4 has to be filed along with Form 3.

  • Do you want to register a charge or make modification in registered charges or report repayment or satisfaction of registered charges?

  • In case you want to register a charge or make modification in registered charges or report repayment or satisfaction of registered charges, you need to file appendix to Form 8 (Statement of Account & Solvency) (Interim).

  • Do you want to change information of a Foreign LLP?

  • A foreign LLP can change its information by filing Form 28 and Form 29

    Form 28 is required when there is -

    • Alteration in the incorporation document, or other instrument constituting or defining the constitution of a limited liability partnership incorporated or registered outside India

    • Alteration in the registered or principal office of a limited liability partnership incorporated or registered outside India

    • Alteration in the partner or designated partner if any of a limited liability partnership incorporated or registered outside India.

    • Similarly, Form 29 is required to give notice in case of -

    • Alteration in the certificate of incorporation or registration of limited liability partnership incorporated or registered outside India

    • Alteration in the name or address of any of the persons authorized to accept service on behalf of a foreign limited liability partnership in India.

    • Alteration in the principal place of business of foreign limited liability partnership in India.

    • Cessation to have place of business in India.

Taxation

1. Please specify the services for which Stamp Duty can be paid through MCA21 system?

Stamp Duty payable on Filing of e-form 1 (including MOA & AOA), 5 and 44 can be paid through MCA21 system

Compliance/Approval Filing

  • Do you want to do Annual efiling?

  • Limited Liability Partnership (LLP) under the Limited Liability Partnership Act, are required to file the following Forms with the Registrar every year:

    S.No. Document e-Form
    1 Statement of Account & Solvency Form 8
    2 Annual Return Form 11

    How to do the Filing

    LLPs can do e-Filing in following ways: -

    The Designated partner (DP) (in case of LLP) or authorised representative (AR) (in case of Foreign Limited Liability Partnership (FLLP)) can upload the e-Forms on the LLP portal (after registering oneself as a user of the portal) at his convenience from his office/ home. This is the most convenient way of e-Filing.

  • Do you want to do other compliance related filing?

  • Form 12 ( Form for intimating other address for service of documents) is to be filed for giving additional address to the Registrar for the purpose of service of documents.

    Approval Related Filing


    • Do you want to do approval related filing?

    • Following forms required approval related filing:

    • Form 22 ( Notice of intimation of Order of Court/ Tribunal/CLB/ Central Government to the Registrar) is required to be filed to inform Registrar about the order received by the LLP/ FLLP.

    • Form 23 ( Application for direction to Limited Liability Partnership (LLP) to change its name) is required to be filed to registrar for direction to subsequently incorporated LLP to change its name.

    • Form 25 is required to be filed to Registrar to reserve the name of foreign LLP or foreign company for a period of three years.

    • Form 31 is required to be made to the Registrar for compounding of an offence under the Act.

Close a LLP

Do you want to close a LLP?

Any LLP can close down its business by adopting any of the following two ways:

A) Declaring the LLP as Defunct

In case the LLP wants to close down its business or where it is not carrying on any business operations for the period of one year or more, it can make an application to the Registrar for declaring the LLP as defunct and removing the name of the LLP from its register of LLP’s. eForm 24 is required to be filed for striking off the name of LLP under clause (b) of sub rule 1 of Rule 37 of LLP Rules 2008. Similarly, Registrar also has the power to strike off any defunct LLP after satisfying himself of the need to strike off and has reasonable cause. However, in this case, registrar has to send a notice to the LLP of his intention and request to send their representation within one month from the date of the notice. The Registrar shall publish such notice or content of the application made by the LLP on its website for a period of one month for the information of the general public. In case no reply is received within the mentioned period, registrar may strike off the name of LLP.

B) Winding up of LLP

Section 63, 64 and 65 of LLP Act 2008 governs the process for winding up of the LLP. It is the process where all the assets of the business are disposed off to meet the liabilities of the same and surplus any, is distributed among the owners. The LLP Act 2008 provides for following two modes for winding up the LLP i.e.:

  • Voluntary winding up
  • Compulsory winding up
  • Voluntary Winding up :

    Under this, the partners may between themselves decide to stop and wound up the operations of the LLP.

    Compulsory winding up -

    A limited liability partnership may be compulsorily wound up by the Tribunal,—

    • if the limited liability partnership decides that limited liability partnership be wound up by the Tribunal.
    • if, for a period of more than six months, the number of partners of the limited liability partnership is reduced below two.
    • if the limited liability partnership is unable to pay its debts.
    • if the limited liability partnership has acted against the interests of the sovereignty and integrity of India, the security of the State or public order.
    • if the limited liability partnership has made a default in filing with the Registrar the Statement of Account and Solvency or annual return for any five consecutive financial years. or
    • if the Tribunal is of the opinion that it is just and equitable that the limited liability partnership be wound up.
    • For details, refer LLP Act, 2008 and “ Limited Liability Partnership (Winding up and Dissolution) Rules, 2010”

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