INCORPORATION OF LIMITED LIABILITY PARTNERSHIP {LLP}
INCORPORATION OF
LIMITED LIABILITY PARTNERSHIP {LLP}
LLP Second Amendment Rule
EFFECTIVE FROM 02.10.2018
In
this Editorial the author shall deliberate the Provisions of LLP Act, 2008 as
on 02nd October, 2018 in
respect of Incorporation of Limited Liability Partnership (Including all the
Notifications, Circulars). Author shall discuss followings (i) Provisions of
the Act (ii) Step Wise Process of Incorporation of LLP (iii) FAQ’s on
Incorporation of LLP.
This Editorial includes the “RUN” “FiLLiP”.
·
For
Section 11 Limited Liability Partnership Act, 2008
·
Limited
Liability Partnership (Second Amendment0 Rules, 2018.
incorporation of LLP
Moving
from the LLP Rules, 2009 to the LLP (Second Amendment) Rules, 2018 is
like shifting from your old house to a new one. All the provisions in relation
to Incorporation of LLP become changed with Amendment Rules, 2018.
Process of Incorporation
STEP – I: Apply for Name Approval:
A.
Login on MCA Website
Applicant have to login
into their account on MCA Website. (Pro-existing users can use earlier account
or new users have to create a new account.)
After Login use have to
click on the icon “RUN” in MCA
Service. An online form shall be open. Applicants have to fill the information
online. (This form can’t be download)
Note*
since 02nd October, 2018 e-form LLP-1 has been omitted from the LLP
Act, 2008.
B. Details required to be mentioned in online
form:
(i)
Entity type LLP
(ii) LLPIN (LLPIN and it has to be entered only when an existing
company wishes to change its name and is using RUN to reserve a new
name)
(iii) Proposed name
(Auto Check Facility)
(iv) Comment (Mention Objects of the proposed LLP and
any other relevant information Like Trade Mark etc.)
(v) Choose File (Any attachment)
C.
Choose File:
This option is available
to upload the PDF documents. If applicant want to attach any file, can be
upload at this option.
D.
Submission of Form on MCA Website:
After completion of
above steps user shall submit the Form with MCA website.
E.
Payment of Fees:
There is no option of
pay later challan in RUN. Applicant has to pay fees immediately after
submission of form. After payment challan shall be generated.
I.
Validity of Reserved Name:
Reserved
name shall be valid for 20 days from the date of approval of Name.
Quick Question – RUN
i.
Whether DIN or DSC required for filing of Run form?
DSC & DIN not required for filing of RUN form
for reservation of Name. Only account of MCA portal is mandatory.
ii.
How many resubmission options are allowed in RUN?
Only one Resubmission of application is allowed in
case of reservation of Name.
iii.
What shall be the validity of the Name after approval?
Reserved name shall be valid for 20 days in case of
allotment of name for New LLP.
iv.
How many name can be apply through this form?
Two Name can be mentioned in RUN form.
v.
What shall be the government fees for RUN?
As per Register office Fees Rules, Fees shall be
Rs. 1,000/-
vi.
Is it mandatory to attach documents while reserving name?
No.
It is mandatory to attach relevant documents and No
Objection Certificates(NOCs) only when a name which requires the
approval of a Sectoral Regulator or NoC etc.
Please note that only one file is allowed to be
uploaded as an attachment and the size of the file should not exceed 6MB. In
case of multiple attachments, please scan all documents into a single file not
exceeding 6MB in size, and then upload the same.
vii.
Whether there is any requirement to mention details of Designated
Partner in the RUN?
No, there is no need to mention the name or number
of proposed Designated Partner in RUN.
NOTE: *
Approval of Name through “RUN” is an optional way. LLP can also Directly apply
for the Name in FiLLip form.
STEP – II: Preparation of Documents for Incorporation of LLP:
After approval of
name or for Incorporation of LLP applicant have to prepare the following below
mentioned Documents;
Ñ Proof of Office address (Conveyance/
Lease deed/ Rent Agreement etc. along with rent receipts);
Ñ NOC from the owner of the property.
Ñ Copy of the utility bills (not older
than two months)
Ñ Subscriber Sheet including Consent.
Ñ In case of Designated Partner does not
have a DIN, it is mandatory to attach: Proof of identity and residential address of the
subscribers
Ñ All the Designated
Partners should have Digital Signature.
Ñ Detail of LLP(s) and/ or
company(s) in which partner/designated partner is a director/ partner
Ñ Copy of approval in case
the proposed name contains any word(s) or expression(s) which requires approval
from central government;
STEP – III: Fill the Information
in Form: [FiLLiP]
Once all the above
mentioned documents/ information are available. Applicant has to fill the
information in the e-form “FiLLiP”.
Features of FiLLiP form:
·
Person can
apply the Name also in this form.
·
Applying
for PAN / TAN will be compulsory for all fresh incorporation applications filed
in the new version of the SPICe form.
Single Window Form:
Earlier if a Person wants to incorporate LLP then it has to apply for
the DIN, Approval of the Name Avaibility, Separate form for Registered office
address, etc. But this form is a single window for Incorporation of LLP.
This form can be used for the following purposes:
Ñ Application of DIN
Ñ Application for Avaibility of Name
Ñ No need to file separate form for
address of registered office
Quick Question - SPICE
viii.
Whether LLP Agreement shall be file in FiLLiP or required to file
Separate LLP-3?
In case of Incorporation of LLP even through
FiLLiP, it is required to file e-form LLP-3 along with attachment of LLP
Agreement within 30 days of Incorporation of LLP.
ix.
How many Name can be apply through FiLLiP Form?
Single (1) Name can apply through FiLLiP form.
In case after filing of e-form, due to non Avaibility
of name form came for resubmission. In such case applicant have to propose new
name and have to alter the name on all the attachment of the Form.
STEP – IV: Submission of FiLLiP
on MCA-:
Once FiLLiP form ready
with the applicant, upload form on MCA website and make the payment of the
same.
STEP – V: Certificate of
Incorporation-:
Incorporation
certificate shall be generating by LLPIN.
STEP – VI: Preparation of LLP
Agreement-:
After Incorporation of LLP. Partners have to execute the LLP Agreement. LLP
Agreement shall execute on Stamp Paper. (Amount of Stamp Paper 1% of Capital of
LLP). LLP Agreement shall be file in e-form LLP-3.
CAUTION TO BE TAKEN BY
PROFESSIONALS:
1. Obtain
engagement letter from Partners:
- As per
certification in e-form FiLLiP, a professional declares that he has been
engaged for the purpose of certification. Therefore it is advisable to obtain
an engagement letter.
2.
Ensure
all attachments are clear enough to read: - As per certification in e-form FiLLiP,
a professional declares that all attachments are completely and legibly
attached.
(Author
– CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice
from Delhi and can be contacted at csdiveshgoyal@gmail.com). Disclaimer: The entire
contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Although care has been taken to ensure the accuracy, completeness and
reliability of the information provided, I assume no responsibility therefore.
Users of this information are expected to refer to the relevant existing
provisions of applicable Laws. The user of the information agrees that the
information is not a professional advice and is subject to change without
notice. I assume no responsibility for the consequences of use of such
information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION
WITH THE USE OF THE INFORMATION
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