Procedure for registering an LLP

Procedure for registration of an LLP under the 2008 Act and the LLP Rules, 2009:

1. Reserve the name (ss. 15-16; rule 18). The name must end with the words limited liability partnership or the acronym LLP. The Central Government will not allow a name that in its opinion is undesirable, or is identical with or too close to the name of another LLP or a company, or to a trade mark registered to someone else under the Trade Marks Act, 1999 (s. 15). A person applies to the Registrar, in the prescribed form and with the fee, to reserve the name of a proposed LLP. If satisfied, subject to the rules, that the name is not open to rejection under section 15(2), the Registrar may reserve it, and the reservation lasts three months from the date of his intimation (s. 16). The application is made through the RUN-LLP web service on www.mca.gov.in, with the fee in Annexure 'A', to the Registrar having jurisdiction where the registered office is to be; the Registrar approves or rejects it after giving the applicant fifteen days to re-submit it with any defects put right (rule 18(4)-(6)). A name may also be applied for inside Form FiLLiP itself (rule 11(1), proviso).
2. Subscribe the incorporation document (s. 11(1)(a), (2)). Two or more persons who have joined together to carry on a lawful business for profit sign their names to the incorporation document. The document must be in the prescribed form and must state the LLP's name; its proposed business; the address of its registered office; the name and address of each person who will be a partner on incorporation; the name and address of each person who will be a designated partner on incorporation; and any other information the rules prescribe.
3. Identification numbers for the designated partners (rule 11(1), provisos). Where an individual who is to be a designated partner holds neither a DPIN nor a DIN, the application for a DPIN is made in Form FiLLiP itself, and not more than five individuals may apply in that form.
4. File with the Registrar (s. 11(1)(b); rule 11(1)). The document is filed, in the prescribed manner and with the prescribed fee, with the Registrar of the State in which the registered office is to be situated. The form used is Form FiLLiP, with the fee set out in Annexure 'A'.
5. Statement of compliance (s. 11(1)(c), (3); rule 13). Along with the document, a statement in the prescribed form is filed, made both by an advocate, company secretary, chartered accountant or cost accountant who is engaged in forming the LLP and by any one of the subscribers, declaring that every requirement of the Act and the rules has been met for the incorporation and for matters precedent and incidental to it. It is given in Part B of Form FiLLiP (rule 13). A person who makes this statement knowing it to be false, or not believing it to be true, is punishable with imprisonment for up to two years and with a fine of not less than ₹10,000 and up to ₹5 lakh (s. 11(3)).
6. Scrutiny by the Registrar (rule 11(2)). If the Registrar needs further information, or finds Form FiLLiP defective or incomplete in any respect, he asks the applicant to remove the defects and re-submit the form within fifteen days of his intimation. If it is still defective or incomplete, he allows one more period of fifteen days, but the total time for re-submission cannot exceed thirty days.

Certificate of incorporation (s. 12; rule 11(3)). When clauses (b) and (c) of section 11(1) have been complied with, the Registrar keeps the incorporation document and, unless clause (a) has not been complied with, within fourteen days registers it and gives a certificate that the LLP is incorporated by the name stated in it. He may accept the statement of compliance as sufficient evidence that clause (a) has been met (s. 12(1)-(2)). The certificate is signed by the Registrar and authenticated by his official seal, and it is conclusive evidence that the LLP is incorporated by the name it states (s. 12(3)-(4)). It is issued in Form 16 and shows the Permanent Account Number and the Tax Deduction Account Number issued by the Income Tax Department (rule 11(3)).

Example. Three engineers in Pune want to run a design consultancy as Sahyadri Design LLP. They reserve the name through RUN-LLP, sign the incorporation document naming two of themselves (one living in India) as designated partners, and file Form FiLLiP with the fee and a statement of compliance made by their chartered accountant and one of them. If the Registrar finds the office address proof missing, they have fifteen days to re-submit; once he is satisfied, he issues the certificate in Form 16 and the LLP exists from then.