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Study Notes - Incorporation Procedure RUN -LLP

July 09, 2020

Procedure & Requirements for Incorporation under LLP Act, 2008.
Section 16 of the LLP Act, 2008 and Rule 18(5) of LLP Rules, 2009.

  1. For Incorporation of LLP, minimum two Designated Partners are required.
  2. Any one Designated Partners shall have Digital Signature Certificate (DSC).
  3. Director Identification Number (DIN) can be applied in Form for Incorporation of Limited Liability Partnership i.e. FiLLiP maximun upto 2 (two).
  4. One resident Designated Partner is mandatory.

STEP 1: NAME RESERVATION THROUGH RESERVE UNIQUE NAME (RUN) SERVICE:

Details required

  1. Six proposed names (Need to check availability with Ministry of Corporate Affairs.)
    • ….…………………………………………….. LLP
    • ….…………………………………………….. LLP
    • ….…………………………………………….. LLP
    • ….…………………………………………….. LLP
    • ….…………………………………………….. LLP
    • ….…………………………………………….. LLP

    NB:
    We can provide only 2 (Two) names in Name Reservation application. Once the name which is approved, it will be valid for 3 (three) months from the date of approval. If the Name application gets rejected, then it is required to file afresh Form with new filing Fees.

  2. Main objects of the proposed LLP
  3. If the proposed LLP Names includes the words such as Insurance, Bank, Stock exchange, Venture Capital, Asset Management, Nidhi, or Mutual Fund etc., then prior approval from the regulatory authorities is required.
  4. If the proposed name is registered with trademark, then copy of Trademark Certificate along with NOC from the owner is required.
  5. In case of an Indian Company/LLP being a Subscriber, Copy of Board Resolution from Company/LLP is required authorising one of its Director/Authorised person to sign and subscribe.
  6. In case of a Foreign Company being a Subscriber, Copy of Board Resolution from Company/LLP is required authorising one of its Director/Authorised person to sign and subscribe duly Notarised and Apostiled in Home Country.

STEP 2: FORM FOR INCORPORATION OF LIMITED LIABILITY PARTNERSHIP (FiLLiP):

After name approval, Incorporation Form shall be filed within 90 days from the date of Approval of Name Reservation.

Documents Required:

  1. In case of an Indian Company/LLP being a Subscriber, Copy of Board Resolution from Company/LLP is required authorising one of its Director/Authorised person to sign and subscribe.
  2. In case of a Foreign Company being a Subscriber, Copy of Board Resolution from Company/LLP is required authorising one of its Director/Authorised person to sign and subscribe duly Notarised and Apostiled in Home Country.
  3. Monetary value of contribution in Rupees by each Partner/Designated Partner.
  4. Copies of the utility bills for Registered Office Address i.e. Telephone Bill / Electricity Bill / Gas Bill / Mobile Bill. (ANY ONE)
  5. NOC for use of registered office if owned by any other entity or Director/Designated Partner. If owned by any company, NOC by way of Board Resolution is required.
  6. Consent-cum-Subscriber sheet of the partners to act as partner/designated partner of proposed LLP.
  7. Form 9 consent to act as Partner/Designated Partner.
  8. KYC Documents of proposed Designated Partner
    • PAN card is mandatory for Indian Nationals and Passport in case of Foreign Nationals
    • Identity Proof – Passport, Aadhaar, Voter Id or Driving License (ANY ONE).
    • Address Proof – Electricity Bill, Telephone Bill, Mobile Bill or Bank Statement certified by Bank (ANY ONE) not older than 2 (two) months).
    • In case the proposed Designated Partner already have valid and approved DIN, only self-attested copy of PAN card is required in case of Indian Nationals and Apostiled copy of Passport in case of Foreign Nationals.
    • In case of Foreign Nationals, all documents should be Notarised and Apostiled. Please note that Proofs other than language in English must be translated from professional translator carrying his details (name, signature, address) and seal and further attested by Consulate of Indian Embassy or Foreign Public Notary and Apostiled. For foreign Nationals, the Identity proof and address must be attested by Consulate of the Indian Embassy or Foreign Public Notary and Apostiled.
  9. If an Indian Company is a subscriber, Certificate of Incorporation duly attested by any of the Director with stamp.
  10. If Foreign Company is a subscriber, Certificate of Incorporation duly Notarised and Apostiled in Home Country. If a Foreign Subscriber is signing the documents in India, then self attested copy of Passport, Business Visa with Immigration date are required.

STEP 3: INFORMATION WITH REGARD TO LIMITED LIABILITY PARTNERSHIP AGREEMENT:

  1. LLP agreement must be filed in E-Form 3 with the Registrar. This form must be filed within 30 days of incorporation.
  2. The LLP Agreement must be stamped in accordance with the stamp Act applicable in the relevant state where LLP is being incorporated.
  3. Date of Agreement and Date of Commencement of LLP should be after Approval of E-Form 2 i.e. Fillip.

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