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Incorporating a Limited Liability Partnership (LLP) in India involves a streamlined process governed by the Limited Liability Partnership Act, 2008. Below are the steps to incorporate an LLP:
Step: All designated partners of the LLP must obtain a Digital Signature Certificate (DSC), as the forms and documents required for registration are submitted online.
Why: The DSC is used to sign electronic documents for the LLP registration process.
Step: Each designated partner needs to obtain a Designated Partner Identification Number (DPIN) or Director Identification Number (DIN). If they don’t already have one, they can apply for it via Form DIR-3 or directly through the FiLLiP form during the incorporation process.
Step: Choose a unique name for the LLP and apply for name reservation using the Reserve Unique Name for LLP (RUN-LLP) service on the MCA portal. The name should not conflict with any existing LLP, company, or trademark.
Note: Two name options can be proposed, and approval is granted if the name complies with the LLP Name Guidelines.
Step: Prepare an LLP Agreement, which outlines the rights, duties, and responsibilities of all partners. It should also specify the profit-sharing ratio and rules for running the LLP.
Why: The LLP agreement is the governing document that defines the structure and operational guidelines of the LLP.
Filing: The agreement must be filed with the MCA within 30 days of incorporation.
Step: File the FiLLiP (Form for Incorporation of LLP) online on the MCA portal. This form is an integrated form used for:
Incorporation details (name, business, registered office address).
Partner and designated partner details.
DPIN/DIN application (if applicable).
PAN & TAN application (for tax registration).
Documents Required: The following documents must be attached:
Proof of registered office address (e.g., utility bills, NOC from property owner).
Subscriber’s sheet signed by the partners.
Identity and address proof of partners.
Payment of Fees: The appropriate government fees must be paid based on the contribution of the partners.
Step: Once the FiLLiP form is approved by the Registrar of Companies (RoC), the Certificate of Incorporation (COI) is issued. The COI includes the LLP’s LLPIN (Limited Liability Partnership Identification Number).
Time Frame: Typically takes 5–7 working days after submission, depending on processing time.
Step: Along with the COI, the LLP will be automatically allotted a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
Step: After incorporation, the LLP Agreement must be filed within 30 days using Form 3 on the MCA portal. The agreement defines the partnership's internal regulations, profit-sharing ratio, and roles of partners.
Step: With the COI, PAN, and LLP Agreement, the LLP can open a bank account for conducting business.
GST Registration (if applicable for business activities).
Professional Tax Registration (if applicable in the state).
Filing Annual Returns and Financial Statements as required by the LLP Act.
Identity Proof of Partners: PAN, Aadhaar, Passport, etc.
Address Proof of Partners: Passport, Voter ID, Driver's License, etc.
Proof of Registered Office Address: Utility bill (not older than 2 months), NOC from the property owner.
LLP Agreement: Signed by all partners.
Incorporating an LLP in India provides flexibility with the added advantage of limited liability and less regulatory compliance compared to a Private Limited Company. The LLP structure is particularly ideal for professional services firms (like legal, consultancy, or accounting businesses) or small and medium businesses that want partnership flexibility without exposing partners’ personal assets. The online process via the MCA portal has simplified registration, making it an efficient option for businesses seeking a formalized, legal entity.