A Limited Liability Partnership (LLP) is a form of business that offers the combined features of 'partnership' and 'company' business structures. This business form was introduced in India in April 2009 with the enactment of the Limited Liability Partnership Act, of 2008. An LLP combines the advantages of both 'Company' and 'Partnership' in a single business entity. In an LLP, a partner is not responsible or liable for another partner's misconduct or negligence. Instead, all partners have limited liability, limited to their own acts of commission or omission, similar to shareholders' liabilities in a limited company. LLP registration is administered by the Ministry of Corporate Affairs (MCA) through the Office of the Registrar of Companies. The incorporation process is fully electronic, similar to the company registration process, i.e. applications and documents are filed electronically and the Registrar issues a digitally-signed Certificate of Incorporation (COI).
Requirements for LLP Registration
a) Partners
To register a Limited Liability Partnership (LLP), there should be a minimum of two partners. An individual or a body corporate can become a partner of an LLP. An individual partner, who is an Indian National, should have a Permanent Account Number (PAN) allotted by the Income Tax Department.
b) Designated Partners
An LLP should have a minimum of two 'Designated Partners' who are individuals. At least one of them should be a resident in India. ie, stayed in India not less than 182 in the previous calendar year. Proposed Directors must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs. Only individuals can be designated as partners in an LLP. Where a body corporate is one of the LLP partners, it shall nominate an individual as its nominee Designated Partner.
c) LLP Name
The name of a Limited Liability Partnership (LLP) shall end with the words "Limited Liability Partnership of the acronym 'LLP'. LLP Name has three parts, ie., 'The Name', 'Activity' and the words "Limited Liability Partnership' or the acronym 'LLP'. The proposed LLP name is required to be approved by the Registrar of Companies
d) Registered Office Address
LLP should have a registered office address as its statutory communications. An address proof with a No-Objection Letter for the use of the address as Registered Office of LLP from the address owner is also required.
e) LLP Objects
Objects of the LLP refer to proposed business activities. LLP can have any legal business activities that are legal. It is advisable to identify the main objects of the LLP in a particular line of business. The name of the LLP must be in line with the main objects. If the name of the LLP does not describe a particular object, then the LLP can have multifaceted objects.
f) Digital Signature Certificate (DSC)
All documents are filed online with the Registrar of Companies. Online Filing of documents to be authenticated by using a Digital Signature Certificate of the Director obtained from the Certifying Authority in India.
g) Professional Certification
Services of a Company Secretary, Chartered Account, or Cost Accountant are required to make necessary Certifications and declarations for incorporation of a Limited Liability Partnership (LLP).
LLP Registration Process
It can be divided into 3 stages and the processes involved are as follows:
Stage-I: Pre-Requisites
*Identify Partners
*Identify Designated Partners
*Determine the capital contribution profit sharing ratio by partners
*Decide Objects of the LLP
*Decide proposed Names of the LLP
*Decide the State in which the LLP is to be registered.
Stage II: Documentation and Registration
*Obtain a Digital Signature Certificate (DSC) for Designated Partners
*Obtain Director Identification Number (DIN) for Directors.
*Apply for LLP Name
*Letters of Consent from each Partner and Designated Partner
*Execute LLP Registration Documents (after name approval)
*Submission of LLP Registration Documents to the Registrar of Companies (ROC)
*Registration and Certificate of Incorporation
Stage-III: LLP Agreement
*Drafting and Execution of LLP Agreement by partners
*Filing of LLP Agreement with Registrar within 30 days of registering the LLP.
It takes around 15 to 20 working days to process a Limited Liability Partnership company.
A Limited Liability Partnership acts as a separate legal entity. Therefore, designated partners have limited liabilities. Thus, this type of partnership is excellent for start-ups.
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