How to Register a LLP in India?

You can register an LLP (Limited Liability Partnership) in India online through the Ministry of Corporate Affairs (MCA) portal. The key steps include obtaining a DSC, reserving the name via RUN-LLP, filing the incorporation form, and filing the LLP agreement within 30 days. A minimum of two partners (designated partners) who must be individuals, among whom at least one must be an Indian resident is required to form and register an LLP. There is no maximum limit on the number of partners and no minimum capital requirement. 

The liability of each participating partner is limited to the contribution made by them. Additionally, all partners must obtain a DSC, and designated partners need a DPIN. The LLP registration fee varies depending on the capital contribution, along with some additional charges like stamp duty, DIN and DSC application, name approval, professional fees, etc. The total cost usually falls in the Rs. 5,000 - Rs. 15,000 range, based on the complexity and professional help. 

In this blog, we will cover everything related to the process of registering an LLP in India. 

What is a Limited Liability Partnership?

A Limited Liability Partnership (LLP) is a separate legal entity formed by partners who share the profits. However, they are not personally responsible for paying the debts beyond their agreed contribution. The liability of each partner is limited to the contribution made by them. Additionally, similar to a company, an LLP has perpetual succession. 

The concept of an LLP was introduced in 2008 under the Limited Liability Partnership Act, 2008, which combines the benefits of a partnership firm and a company. At least two designated partners must be natural persons to form an LLP, and there is no upper limit on the number of partners. Moreover, at least one of the designated partners must be an Indian resident. The LLP agreement governs the rights and duties of the designated partners.

What is the Process to Register an LLP?

Follow the steps below to register a Limited Liability Partnership in India:

Step 1: Obtain Digital Signature Certificate (DSC)

The first step involves obtaining a DSC for every partner. Since the LLP registration process is entirely online, it will replace physical signatures on all forms and ensure partners securely sign and validate the digital documents. You also need to obtain a class 3 category of DSC. 

Step 2: Apply for Designated Partner Identification Number (DPIN)

Apply for the DPIN for all designated partners via Form DIR-3, which must be signed by CS, CA, or a cost accountant in full practice. Only a natural person can be a designated partner of an LLP and not artificial legal entities like an OPC, company, association of persons, etc. You must attach scanned copies of the documents to the form, generally PAN and Aadhaar.

Step 3: Name Approval

File RUN-LLP (Reserve Unique Name) for reserving the company's name, which will be processed by the Central Registration Centre. However, before that, you must use the free name search facility on the MCA portal to get a list of closely resembling names of existing companies/LLPs. You can propose two names for the LLP for consideration. 

The registrar will approve the name if the name is not undesirable in the Central Government's opinion, and doesn't resemble any existing company's trademark. For rectifying the defects, you are allowed to resubmit the form within 15 days. 

Step 4: LLP Incorporation

After the name is approved, you must file the FiLLiP form (Form for incorporation of Limited Liability Partnership). It must be filed with the Registrar who has jurisdiction over the state in which the registered office of the LLP is located.

The ROC (Registrar of Companies) will review your application and issue a certificate of incorporation upon successful verification. 

Step 5: Filing LLP Agreement

The partners must execute and file the LLP agreement within 30 days of incorporation using the online Form 3. This document will specify the profit-sharing ratio, capital contribution, and the specific rights and duties of each partner. The LLP agreement must be printed on stamp paper.

What are the Documents Required for LLP Registration?

You need to gather and submit the following documents for registering an LLP:

Documents of Partners

• Photograph: Passport-sized photograph. 
• PAN Card/ ID Proof: All partners' PAN cards are required as primary proof of identity. 
• Partner's Residence Proof: Voter ID, Passport, Aadhaar card, Driver's license, utility bills not older than 2 months as residence of the partner. 
• Passport (Foreign Nationals/NRIs): NRIs and foreign nationals must mandatorily submit their passport. The passport must be notarized or apostilled by the relevant authorities in the NRI's country or by the Indian Embassy in that country. 

**Point to Note:

• Foreign Nationals or NRIs also need to submit proof of address. It can be a bank statement, a driving license, a residence card, or any government-issued identity proof that includes the address. 
• Ensure to attach a notarized or apostilled translation copy if the documents are in any language other than English. 

Documents of LLP

• Digital Signature Certificate: Since all the documents and applications will be signed digitally by the authorized signatory, one of the designated partners must obtain a digital signature certificate.
• Proof of Registered Office Address: Submit proof of address during registration or within 30 days of incorporation. 
  • If the registered office premises are taken on rent, submit a rent agreement and a no-objection certificate from the landlord. 
  • Submit any one utility bill, like gas, electricity, or telephone. The bill must reflect the owner's name and the complete address of the premises. Additionally, it must not be older than 2 months. 

What are the Fees for Registering an LLP in India?

The LLP registration fee in India may vary based on the business's capital contribution. The fee is paid to the Ministry of Corporate Affairs (MCA) during the registration process. The table below lists the fee for LLP registration:

Apart from the registration fee, there are some additional costs involved, which are as follows:

You will also have to pay a stamp duty fee for the LLP agreement, which may vary by state. Additionally, name approval and filing various forms with the MCA may incur charges. 

Key LLP Compliance Forms 

Here are the key MCA forms for LLP compliance and statutory filings:

LLP Registration Checklist 

Ensure to verify your checklist is complete before submitting your LLP incorporation forms:

• A minimum of two partners. 
• LLP agreement between the partners.
• Proof of the registered office of the LLP.
• Capital contribution by the partners. 
• DSC and DPIN for all designated partners.
• Name of the LLP, which must not be similar to any existing LLP or trademark. 

To Conclude

An LLP structure is ideal for individuals who wish to retain partner-level control while limiting personal liability risk. It provides shared risk, more privacy, and enhances the ability to raise capital. Also, the partners are not personally responsible for the debts and obligations of the business beyond their agreed-upon investment. To ensure a smooth LLP registration process, seek guidance from an expert at Savetaxs. 

At Savetaxs, we are a team of experts and professionals who can assist you with the LLP registration process. Our team can help you with filing the forms, gathering the documents, reserving a unique name, and everything related to LLP registration. We offer tailored guidance based on your specific requirements and goals. Contact us right away, as we are working around the clock across the