LLP Agreement With ROC
The LLP agreement is a fundamental document for the LLP which is considered as the constitution of the LLP. The mutual rights and liabilities among the partners and the functioning of LLP as such is governed by the clauses of LLP agreement. Team Profaides is experienced to handle drafting and filing of the LLP agreement.
The relationship of partners intense and with the LLP is determined and prescribed in a written agreement known as LLP agreement. The agreement of LLP is treated as partnership deed for the purpose of computation of stamp duty which needs to be paid to the state government for LLP agreement. The stamp duty is based on the capital of the LLP and the state where its registered office is situated. In case the partners do not have a written agreement then the relationship between the partners is governed by the schedule I of the LLP Act. The LLP is required to file the LLP agreement within 30 days of its incorporation. Similarly whenever there is any change in the agreement the same is required to be filed within 30 days of change in the agreement. The change whether small or large, if not filed with the ROC does not have the legal backing.
Features of LLP
- It has a separate legal entity just like companies
- The liability of each partner is limited to the contribution made by partner
- The cost of forming an LLP is low
- Less compliance and regulations
- No requirement of minimum capital contribution
The minimum number of partners to incorporate an LLP is 2. There is no upper limit on the maximum number of partners of LLP. Among the partners, there should be minimum two designated partners who shall be individuals, and at least one of them should be resident in India. The rights and duties of designated partners are governed by the LLP agreement. They are directly responsible for the compliance of all the provisions of LLP Act 2008 and provisions specified in LLP agreement.
If you want to start your business with Limited Liability Partnership, then you must get it registered under Limited liability Partnership Act, 2008.
|Form name||Form purpose|
|RUN – LLP (Reserve Unique Name-Limited Liability Partnership||Form for reserving a name for the LLP|
|*FiLLiP||Form for incorporation of LLP|
|Form 5||Notice for change of name|
|Form 17||Application and statement for the conversion of a firm into LLP|
|Form 18||Application and Statement for conversion of a private company/unlisted public company into LLP|
Process of Registration as LLP
Step 1: Obtain DSC
Step 2: Apply for DIN
Step 3: Name Approval
Step 4: Incorporation of LLP
Step 5: File LLP Agreement
Steps to form a limited liability partnership
Step 1: Digital Signature Certificate (DSC)
Before initiating the process of registration, you must apply for the digital signature of the designated partners of the proposed LLP. This is because all the documents for LLP are filed online and are required to be digitally signed.
So, the designated partner must obtain their digital signature certificates from government recognized certifying agencies.
Step 2: Director Identification Number (DIN)
You have to apply for the DIN of all the designated partners or those intending to be designated partner of the proposed LLP.
The application for allotment of DIN has to be made in Form DIR-3. You have to attach the scanned copy of documents (usually Aadhaar and PAN) to the form. The form shall be signed by a Company Secretary in full- time employment of the company or by the Managing Director/Director/CEO/CFO of the existing company in which the applicant shall be appointed as a director.
Step 3: Reservation of Name
LLP-RUN(Limited Liability Partnership-Reserve Unique Name) is filed for the reservation of name of proposed LLP which shall be processed by the Central Registration Centre under Non-STP. But before quoting the name in the form, it is recommended that you use the free name search facility on MCA portal. The system will provide the list of closely resembling names of existing companies/LLPs based on the search criteria filled up.
This will help you in choosing names not similar to already existing names. The registrar will approve the name only if the name is not undesirable in the opinion of the Central Government and does not resemble any existing partnership firm or an LLP or a body corporate or a trademark. The form RUN-LLP has to be accompanied with fees as per Annexure ‘A’ which may be either approved/rejected by the registrar. A re-submission of the form shall be allowed to be made within 15 days for rectifying the defects. There is a provision to provide for 2 proposed names of the LLP.
Step 4: Incorporation of LLP
- The form used for incorporation is FiLLiP(Form for incorporation of Limited Liability Partnership) which shall be filed with the Registrar who has a jurisdiction over the state in which the registered office of the LLP is situated. The form will be an integrated form.
- Fees as per Annexure ‘A’ shall be paid.
- This form also provides for applying for allotment of DPIN, if an individual who is to be appointed as a designated partner does not have a DPIN or DIN.
- The application for allotment shall be allowed to be made by two individuals only.
- The application for reservation may be made through FiLLiP too.
- If the name that is applied for is approved, then this approved and reserved name shall be filled as the proposed name of the LLP
Step 5: File Limited Liability Partnership Agreement
LLP agreement governs the mutual rights and duties amongst the partners and also between the LLP and its partners.
- LLP agreement must be filed in form 3 online on MCA Portal.
- Form 3 for LLP agreement has to be filed within 30 days of the date of incorporation.
- The LLP Agreement has to be printed on Stamp Paper. The value of Stamp Paper is different for every state.
Documents required to register as LLP
Here is a list of documents required for registration:
Documents of Partners:
- PAN Card/ ID Proof of the Partners
- Address Proof of the partners
- Residence Proof of Partners
- Passport (in case of Foreign Nationals/ NRIs)
Documents of LLP:
- Proof of Registered Office Address
- Digital Signature Certificate
A. Documents of Partners
1. PAN Card/ ID Proof of Partners – All the partners are required to provide their PAN at the time of registering LLP. PAN card acts as a primary ID proof.
2. Address Proof of Partners – Partner can submit anyone document out of Voter’s ID, Passport, Driver’s license or Aadhar Card. Name and other details as per address proof and PAN card should be exactly same. If spelling of own name or father’s name or date of birth is different in address proof and PAN card, it should be corrected before submitting to RoC.
3. Residence Proof of Partners – Latest bank statement, telephone bill, mobile bill, electricity bill or gas bill should be submitted as a residence proof. Such bill or statement shouldn’t be more than 2-3 months old and must contain the name of partner as mentioned in PAN card.
4. Photograph – Partners should also provide their passport size photograph, preferably on white background.
5. Passport (in case of Foreign Nationals/ NRIs) – For becoming a partner in Indian LLP, foreign nationals and NRIs have to submit their passport compulsorily. Passport has to be notarized or apostilled by the relevant authorities in the country of such foreign nationals and NRI, else Indian Embassy situated in that country can also sign the documents.
Foreign Nationals or NRIs have to submit a proof of address also which will be a driving license, bank statement, residence card or any government issued identity proof containing the address.
If the documents are in other than the English language, a notarized or apostilled translation copy will be also be attached.
B. Documents of LLP
1. Proof of Registered Office Address
Proof of registered office has to be submitted during registration, or within 30 days of its incorporation.
If the registered office is taken on rent, rent agreement and a no objection certificate from the landlord has to be submitted. No objection certificate will be the consent of the landlord to allow the LLP to use the place as ‘registered office’.
Besides, anyone document out of utility bills like gas, electricity, or telephone bill must be submitted. The bill should contain complete address of the premise and owner’s name and the document shouldn’t be older than 2 months.
2. Digital Signature Certificate
One of the designated partners needs to opt for a digital signature certificate also since all documents and applications will be digitally signed by the authorized signatory.
Cost Involved in Registration Process
Below is the government fees for filing forms:
|Step 1 – DSC||Around Rs. 1500-2000 for 2 partners(varies depending on the agency)|
|Step 2 – DIN||Rs. 1000 for 2 partners|
|Step 3 – Name Reservation||Rs. 200|
|Step 4 – Incorporation||Depends on capital contribution. Contribution up to Rs. 1 lakhs – Rs. 500, Contribution between Rs. 1 and 5 lakhs – Rs. 2000|
|Step 5 – LLP Agreement||Depends on capital contribution. Contribution up to Rs 1 lakhs – Rs 50 for filing Form 3 and stamp duty based on the state where LLP is formed|
Time Involved In Registration Process
LLP formation starting from obtaining DSC to Filing Form 3 takes approximately 15 days subject to availability of all the documents.
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For more information on documents required for partnership registration.
Stepwise procedure to prepare and file LLP Agreement
- Partners of an LLP to decide Terms
- Draft the LLP agreement and get it vetted
- Print the LLP agreement on Non-Judicial Stamp Paper of Appropriate Value
- Signature of the partners and Notary of the agreement
- File the LLP agreement in soft form to ROC in Form No-3