In India, it is common for people to come together to conduct business with an underlying understanding of responsibilities, resources, incentive arrangements, etc. This arrangement is referred to as a partnership. The legal framework in India recognizes two forms of partnerships viz. the traditional partnership firm where there is no distinction between the partners and is governed by the Partnership Act, 1932, and a limited liability partnership.
A limited liability partnership, also known as an LLP, is registered under the Limited Liability Partnership Act, 2008. An LLP is the ideal form of a business entity when several persons intend to come together and conduct business with the flexibility of limiting their liability. The persons who form the partnership are referred to as designated partners. Some key features of an LLP are:
(a) A limited liability partnership requires a minimum of 2 persons of which one should be a resident of India.
(b) The limited liability partnership firm is a distinct entity from its designated partners.
(c) The limited liability partnership firm has perpetual succession i.e the death of a partner does not result in the automatic dissolution of the limited liability partnership firm.
(d) The inter se rights and liabilities of the designated partners are governed by the LLP Agreement.
(e) The liability of the partners is limited to their agreed contribution in the partnership.
(f) Loss caused due to negligence or misconduct of one designated partner does not impose any liability on the other designated partners.
(g) Liability is unlimited and personal only in the case of fraud.
A stepwise process guide for the registration of a limited liability partnership has been provided below:
Step 1: Obtain a Digital Signature Certificate –
A digital signature certificate (“DSC”) is a digital signature that every designated partner is required to hold for digitally signing and submitting the LLP registration form and every other eForm in the future. A DSC can be procured only from an agency certified by the office of the Controller of Certification Agencies under the Information Technology Act, 2000. The validity of a DSC is two years.
Step 2: Name approval –
The process of registration of a limited liability partnership is hosted on the website of the Ministry of Corporate Affairs (“MCA”) (www.mca.gov.in). The first step towards the registration of an LLP is selecting a name. A limited liability partnership with a name that is already in use by another LLP/company will not be registered. Therefore, it is essential to ensure that the proposed name is unique and not in use. The website provides a service for checking the availability of the proposed name of the LLP. It is also wise to conduct a trademark search on the website of the Controller General of Patents, Design and Trademarks (https://ipindiaonline.gov.in/) to ensure that no existing trademarks are using the proposed name.
After the proposed name is checked for its availability, the name must be reserved until all the formalities for the registration are completed. The RUN-LLP (Reserve Unique Name – LLP) is an eForm on the MCA’s website filed for the reservation of the proposed name. An applicant is required to provide two proposed names, objects, and information of any trademark applied or held by the applicant for the business of the LLP along with any relevant documents as attachments and pay the applicable fees. The challan generated after submission of eForm and payment of fees must be saved for future reference. The Registrar shall approve the proposed name only if it is as per Rule 18 of the Limited Liability Partnership Rules, 2009. It is important to note that all LLPs are required to attach ‘LLP’ as a suffix to the name. Once, the name is approved by the Registrar, the name shall be reserved for 20 days. All formalities pertaining to the registration of the LLP must be completed within these 20 days.
Step 3: Prepare documents –
The eForm FiLLiP which used for the registration of the LLP on the website of MCA requires certain documents to be provided as an attachment with the eForm. It is prudent to collate and keep the documents readily available to ease the process of filing:
(a) Copy of the resolution on the letterhead of the body corporate to become a partner in the proposed LLP, if any of the partners are a body corporate. The resolution must name the person and his address who shall be the designated partner on its behalf;
(b) Proof of address of the registered office;
(c) Subscribers’ sheet including consent;
(d) Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner;
(e) Approval of the regulatory authority and/or the foreign country and/or the copy of the approval of the owner, if the proposed name –
– requires the approval of any regulated authorities; or
– contains any word which indicates association or connection with a foreign country; or
– is based on a registered trademark or is the subject matter of an application pending for registration under the Trade Marks Act, 1999;
(f) Proof of identity and address, if DPIN is to be allotted to designated partners; and
(g) Proof of no objection, if the proposed name is identical with any existing company or existing LLP.
Step 4: File LLP registration form (eForm FiLLiP) –
The process for the registration of an LLP has recently undergone significant changes to reduce the multiplicity of form filing and ease the process of starting a business in India. eForm FiLLiP is a single eForm for reservation of name, incorporation of an LLP, and allotment of Designated Partner Identification Number (“DPIN”).
(a) Name reservation: in case the name is already reserved through the RUN-LLP eForm, then the SRN provided in the challan of the eForm needs to be inserted in this eForm. If the name is not reserved through the RUN-LLP eForm, then the name reservation process must be undertaken in this eForm.
(b) Allotment of DPIN: If the partners do not have a DIN/DPIN, then an application for a DPIN can be filed in this eForm itself.
The eForm is required to be signed digitally using the DSC. In case the person digitally signing the eForm is a designated partner and:
– has a valid DIN/DPIN, then mandatory to enter the approved DIN/DPIN.
– none of the proposed designated partners have a DIN/DPIN, then the Income Tax PAN associated with the DSC of any of the proposed designated partners while associating DSC must be provided.
The eForm must be submitted only after the relevant documents are attached and the applicable fees are paid. Once the eForm is submitted and approved, the DIN/DPIN is generated and the Certificate of Incorporation is sent on the email address of the LLP provided in the eForm.
Step 5: File LLP Agreement (eForm 3) –
An LLP agreement is an agreement inter se partners on their rights and obligations and the general principles of management of the LLP. An LLP Agreement must be executed on a stamp paper of appropriate amount as per the state’s stamping legislation and must be signed by all the designated partners. The form is required to be filed with the Registrar within 30 days of registration in eForm 3.
All actions pertaining to the registration shall be completed with the submission and approval of eForm 3. Post-incorporation formalities should be duly completed.
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A Company’s registered address can be a:
Both Rented as well as Owned
Yes. The businesses however must be a part of the MoA approved by the registrar of the company (ROC), then it is possible to carry out multiple businesses. The businesses could be in the same field or different. Though, unrelated activities such as Chemical Trading and Real Estate Construction may not be approved under the same company.
Some of the necessary compliances include:
Step 1: Obtaining Digital Signature (DSC) and DPIN
Step 2: Application of DPIN
Step 3: Name approval
Step 4: Form SPICe
Step 5: e-MoA (INC-33) and e-AoA (INC-34)
Step 6: PAN and TAN application
Anyone can be a director, if they fulfill the following conidtions:
The complete list of documents required to register a Private Limited Company as given below:
The 3 main documents of the company that defines any Private Limited Company are:
Other Documents that may be used for KYC purpose would include:
The Maximum amount of capital against which a company can issue shares is the Authorised share capital. It represents the maximum amount of capital a company can hold as capital.
Paid-up Capital is the actual money the Company has raised till date. It is that portion of Authorised Capital that is actually in the Company.
In short, Paid-up is actual capital paid, while, Authorised Capital is the ceiling. Both however, can be raised by filing documents with the ROC.