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Home / Procedure under LLP

Procedure Under LLP

Incorporation
How to Procure Designated Partner Identification Number (DPIN)
 

After deciding on formation of Limited Liability Partnership and partners to act as designated partner , the first step is to obtain DPIN from the Ministry of Corporate Affairs by submitting an online application in Form 7 specified for the purpose under Rule 10 of Limited Liability Partnership Rules 2009 with valid address and Id proof’s of the applicant.

Procedure for Obtaining DPIN

  1. The applicant must have Digital Signatures before obtaining the DPIN

  2. The applicant must register itself as registered user on www.llp.gov.in, in case, there is no other already existing registered id.

  3. Applicant to online submit eForm 7 of LLP Rules 2009, with Ministry of Corporate Affairs on www.llp.gov.in, after duly filling in the mandatory details as requires like name, address, nationality, date of birth, PAN etc.

  4. Along with the form 7, following documents are required to be submitted:
    1. Along with the form 7, following documents are required to be submitted:
    2. In case present and permanent residential address are different, address proof for both the places will be required.
    3. Photo of the applicant pasted on plain paper with two signatures, duly atteste
  5. Alter submitting the application , make the payment of Rs 100 towards the DPIN application, online by credit card.

  6. Ministry of Corporate Affairs generally approves the DPIN within a Period of 7 days from the date of receipt of physical application.

  7. Every designated partner shall intimate his DPIN in eForm 9 to the LLP and the LLP shall intimate such DPIN to Registrar of LLP in eForm 4.

Guidelines to be followed

  1. Id ,address proof and photo on plain paper, to be notarized or attested under the signatures of Gazetted Officer of the Central or State Government or notary public or Practising Professionals who may be Chartered Accountant, Company Secretary or Cost and Work Accountant. The certifying authority must mention its particulars such as Name in full & capital, COP No. etc, and affix its seal/ stamp.

  2. In case of Utility Bills as address proof, the same must not be more than two months old.

  3. In case ID proofs doesn’t contains the Father name of the applicant , than additional notarized/attested proof must be provided.

  4. In case of foreign national, address and Id proof’s to be notarized from the home country and copy of passport must be provided.

A provisional DPIN generated online under sub-rule (3) by the applicant will remain valid for a period of sixty days from the date on which it was generated.

How to incorporate LLP
Reservation of Name by Foreign Companies / LLP
 

For reservation of name of LLP in India by Foreign Companies, an application be made proposing maximum six name in order and with at least one partner as Resident Indian to the concerned Registrar.

Procedure: Name Reservation

  1. Foreign Company to hold a Board Meeting for making an application for name approval with the Registrar having jurisdiction over the State where the LLP to be Registered.
  2. Application to be filed with Registrar in eForm 25 prescribed under Rule 18 of LLP Rules 2009 for proposed name of the LLP.
  3. On receipt of application, Registrar if satisfied subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15 and rule 18, reserve the name for a period of three months from the date of intimation by the Registrar.

Guidelines

  1. Name Application to be accompanied by the Board Resolution passed in the meeting of Board of Directors of the Foreign Company.

  2. Where the Foreign Company is incorporated in any country;
    a. which is a part of the Commonwealth countries, the copy of the Board Resolution to be annexed shall be certified as true copies
    i. by an official of the Government to whose custody the original is committed ;or
    ii. by a Notary (Public) in that Part of the Commonwealth; or
    iii. by an officer of the foreign Company, on oath before a person having authority to administer an oath in that part of the Commonwealth.
    b. which falls outside the Commonwealth countries but is a party to the Hague Apostile Convention, 1961
    i. the copy of the Board Resolution to be annexed shall be notarized by notary public and certified by the competent authority , authorized by Government of the Country under the Hague Convention;
    c. which falls outside the Commonwealth and is not a party to the Hague Convention, the copy of the Board Resolution shall be certified
    i. the copy of the Board Resolution to be annexed shall be notarized by notary public and consularized by Indian embassy in the home country.

  3. The proposed name should not be undesirable or identical or too nearly resembles or a name likely to be mistaken to that of any other partnership firm or limited liability partnership or body corpo¬rate or a registered trade mark, or a trade mark which is subject of an application for registration, of any other person under the Trade Marks Act, 1999 (47 of 1999).

 

Running of LLP
Admission and Cessation of Partner
 

The terms & conditions of the admission & cessation of any partner shall be governed by the LLP Agreement. Where any new partner has been admitted or any partner ceased to hold office, Limited Liability Partnership is required to file notice of the same to Registrar of Companies for its records in eForm 4 prescribed under Sub Rule 2 of Rule 22 of LLP Rules 2009.

Admission of Partner

  1. A person to be admitted as partner to the LLP with the consent of other partners of the LLP with its mutual rights and obligations to be determined vide agreement entered into the LLP and with its other partners.

  2. LLP shall file eForm 4 for change in partner and eform 3 for amendment in LLP Agreement with Registrar within 30 days of admission of new partner pursuant to provisions of Section 25 of the LLP Act 2009.

  3. Registrar to take on record the admission of new partner in the LLP.

  4. Any change in information of the partner as to his/ its name or address or the like to be intimated to Registrar within 15 days of receipt of information to LLP in eForm 4 prescribed under the Rules. Partner to inform the change, in Form 6 to LLP prescribed for the purpose.

  5. Consent of the partner to be admitted to be annexed with eForm 4

  6. eForm 4 is also required to be certified either by Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice.

Cessation of Partner

  1. A person may cease to be a partner of a limited liability partnership in accordance with an agreement with the other partners or, in the absence of agreement with the other partners as to cessation of being a partner, by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as partner.

  2. Further a person shall cease to be a partner of a limited liability partnership—
    a. on his death or dissolution of the limited liability partnership; or
    b. if he is declared to be of unsound mind by a competent court; or
    c. if he has applied to be adjudged as an insolvent or declared as an insolvent.

  3. LLP to file eForm 4 prescribed under the rules for the purpose with Registrar within 30 days of cessation of the partner pursuant to provisions of Section 25 of the LLP Act 2009.

  4. Resignation letter of the partner in case of cessation through resignation or proof of cessation in other cases to be annexed with eForm 4.

  5. eForm 4 is also required to be certified either by Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice.
Change or Modification in LLP Agreement
 

Limited Liability Partnership Agreement is the principal document of the LLP which governs the the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners. Thus any change or modification in the same shall be intimated to the Registrar in eForm 3 as prescribed under Rule 21 of the LLP Rules 2009.

Procedure for Changes or Modifications

  1. All changes or modifications in LLP Agreement entered into between the Partners or between partners and LLP shall be governed through the clauses of respective LLP Agreements.

  2. The changes or modifications to be notified to the Registrar in eForm 3 prescribed under the Rules within 30 days of such change or modification
    .
  3. Registrar to take on record the changes or modifications in the LLP Agreement.
Change of LLP Name
 

No limited liability partnership shall be registered by a name which, in the opinion of the Central Government is—

(a) undesirable; or
(b) identical or too nearly resembles to that of any other partnership firm or limited liability partnership or body corporate or a registered trade mark, or a trade mark which is subject of an application for registration, of any other person under the Trade Marks Act, 1999 (47 of 1999).

and shall have either the words “limited liability partnership” or the acronym “LLP” as the last words of its name.

Procedure : Change of Name

The Limited Liability Partnership may change its name by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the name of the limited liability partnership.

  1. To start with the process, LLP shall apply for reservation of proposed name to the Registrar of Companies in eForm 1 prescribed under Rule 18 of LLP Rules 2009. Name application to be accompanied by consent of the Partners passed in compliance with the Act and LLP agreement entered into between the partners and LLP.

  2. On receipt of application, Registrar if satisfied subject to the rules prescribed by the Central Government in the matter, that the name to be reserved is not one which may be rejected on any ground referred to in sub-section (2) of section 15, reserve the name for a period of three months from the date of intimation by the Registrar.

  3. Application to be filed in eForm 5 prescribed under Rule 20 of LLP Rules 2009 for change of name of the LLP to the proposed name reserved for the purpose.

  4. File eform 3 for amendment in the LLP Agreement within 30 days of change of the name
Change of Registered Office
 

Every Limited liability Partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received and this registered. The LLP can change its registered office by prescribing the procedure given below:

A. Procedure: Within State

  1. Limited Liability Partnership can change its registered office within the state by complying the procedure (if any) prescribed in the LLP Agreement entered into between the LLP and its partners.

  2. Where LLP agreement is silent on the change, the registered office can be changed with the consent of all the partners in their meeting.

  3. Notice of change of registered office to be filed to the Registrar within 30 days from the date of change in eForm 15 prescribed under Rule 17 of the LLP Rules 2009 along with the prescribed fees.

  4. File eform 3 for amendment in the LLP Agreement within 30 days of change of registered office.

Guidelines

  1. Where there is any conviction, ruling, order or judgment of any Court, tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar

  2. Where there is change in Jurisdiction of Registrar due to change in the registered office, Form 15 as a notice of change to be filed within 30 days with both the Registrars.

  3. Proof of new registered office address is required to be attached to the eForm 15

B. Procedure inter-state

  1. Limited Liability Partnership can change its registered office within the state by complying the procedure (if any) prescribed in the LLP Agreement entered into between the LLP and its partners.

  2. Where LLP agreement is silent on the change, the registered office can be changed with the consent of all the partners in their meeting.

  3. Consent of all secured creditors is also required to be obtained

  4. Notice for shifting of Registered Office to be published by LLP atleast 21 days prior to the filing of notice of shifting to the Registrar for receipt of objections, if any in a daily newspaper published in English and in the principal language of the district in which the registered office of the limited liability partnership is situated and circulating in that district.

  5. Notice of change of registered office to be filed to the Registrar within 30 days from the date of change in eForm 15 prescribed under Rule 17 of the LLP Rules 2009 along with the prescribed fees.

  6. File eform 3 for amendment in the LLP Agreement within 30 days of change of registered office.

Guidelines

  1. Where there is any conviction, ruling, order or judgment of any Court, tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar.
  2. Proof of new registered office address is required to be attached to the eForm 15
Appointment of Auditor / Auditors
 

An auditor or auditors of a limited liability partnership shall be appointed for each financial year of the LLP for auditing its accounts. A person/firm shall be a Chartered Account in practice in order to be appointed as the Auditor.

Procedure: Appointment

  1. The designated partners to convene meeting for appointment of the auditor/auditors and fixing their remuneration for holding of the office as such.

  2. Where for any financial year, no auditor has been appointed by the Designated Partners, partners to the LLP shall appoint the auditors for such financial year.
  3. The Auditor/Auditors appointed shall hold office until new auditors be appointed in the manner as provided under LLP Agreement entered into between the LLP and the Partners.

Guidelines

  1. The designated partners may appoint an auditor or auditors;

    a. at any time for the first financial year but before the end of the first financial year,
    b. at least 30 days prior to the end of the each financial year (other than the first financial year),
    c. to fill a casual vacancy in the office of auditor, including in the case when the turnover or contribution of a limited liability partnership exceeds the limits specified under LLP Rules 2009
    d. to fill up the vacancy caused by removal of an auditor.

  2. Where no auditor has been appointed, any auditor in office shall be deemed to be re-appointed, unless —
    a. the limited liability partnership agreement requires actual reappointment,
    b. the majority of partners have determined that he should not be re-appointed and have given a notice to this effect to the LLP

  3. The remuneration of an auditor appointed by the limited liability partnership may be fixed by the designated partners or by following the procedure as laid down in the limited liability partnership agreement.
Cessation of Auditor / Auditors
 

A. Removal of Auditor

Procedure:

  1. The partners may remove an auditor anytime from his office by following the procedure laid down in the LLP Agreement.
  2. Where LLP Agreement is silent, auditor shall be removed from his office with the consent of all the partners of the LLP.

B. Resignation of Auditor

An auditor of an LLP may resign his office by depositing a notice in writing to that effect at the LLP’s registered office provided he shall give a notice in writing to that effect at the LLP’s registered office, not less than 14 days before the end of the time allowed for appointing the new auditor.

Guidelines

  1. The notice given to be effective must be accompanied by the statement of the circumstances connected with his ceasing to hold office.

  2. The auditor’s term comes to an end as on the date on which the notice is deposited or on such later date as may be specified in the notice.

 

Closure of LLP
Dissolution through Striking Off
 

Under Rule 37, sub rule (1), Registrar of Companies is given wide powers to suo moto strike off the name of the LLP where he has reasons to believe that the LLP is not carrying on its business activities for a period of two years or more and for the purpose Registrar to send a notice to the limited liability partnership and all its partners, of his intention to strike off the name of the limited liability partnership from the register and requesting them to send their representations along with copies of the relevant documents, if any, within a period of one month from the date of the notice.

Voluntary Striking Off ; Procedure

Where any LLP is not carrying on its operations or business activities for a period of one year or more, and where there are no plans to start its activities, there is an easy exit route given to the entrepreneurs to wind up their affairs and get there LLP striked off from the office of Registrar of Companies. The procedure is given below

  1. An application is required to be made in eForm 24 to the Registrar of Companies for Striking off the name of the LLP under clause (b) of sub rule 1 of Rule 37 of LLP Rules 2009 with the consent of all partners.

  2. The Registrar shall publish a notice on its website as to the content of the application for a period of one month for the notice of the general public.

  3. Application submitted to be supported by Indemnity Bonds to indemnify any person legally claiming after the LLP to be striked off and duly sworn Affidavits declaring all the information provided and statements given to be true, from all partners.

  4. Application filed also to be supported by approvals or No Objection Certificates from concerned Regulatory Authorities with which the LLP is registered. For eg. LLP engaged in or registered with RBI for Banking Business has to obtain NOC from RBI before winding up of its affairs.

  5. The Registrar, where he has sufficient cause to believe that the limited liability partnership has any asset or liability, satisfy himself that sufficient provision has been made for the realization of all amount due to the limited liability partnership and for the payment or discharge of its liabilities and obligations by the limited liability partnership within a reasonable time and, if necessary, obtain necessary undertakings from the designated partner or partner or other persons in charge of the management of the limited liability partnership

  6. On the expiry of period of one month, the Registrar may, by an order, unless cause to the contrary is shown by the limited liability partnership, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the limited liability partnership shall stand dissolved.

Guidelines

  1. There should have been no liability existing or obligation subsisted on part of LLP and its partners.

  2. There should be no litigation pending for or against LLP.

  3. The assets of the limited liability partnership shall be made available for the payment or discharge of all its liabilities and obligations even after the date of the order removing the name of the limited liability partnership from the register

  4. Liability of the Designated Partners subsists even after dissolution of LLP for payment of any legal dues to its creditors and other persons as if the LLP has not been dissolved.

 

Miscellaneous Provision
Conversion into LLP
 

Convert Partnership into Limited Liability Partnership

  Convert Private Limited Company into Limited Liability Partnership
  Convert unlisted Public Limited Company into Limited Liability Partnership
Establishment of place of Business in India by Foreign Limited Liability Partnerships:
 

With the introduction of LLP Act, 2008, now even LLP registered outside India can establish their place of business in India in form of Branch/Liaison or Project office. Rules 34 of the LLP Rules 2009 provides for the procedure for the establishment of place of business by Foreign LLP in India

1. A Foreign Limited Liability Partnership shall, within thirty days of establishing a place of business in India, file with the Registrar in eForm 27

  • a copy of the certificate of incorporation or registration and other instrument(s) constituting or defining the constitution of the limited liability partnership;
  • the full address of the registered or principal office of the limited liability partnership in the country of its incorporation;
  • the full address of the office of the limited liability partnership in India which is to be deemed as its principal place of business in India; and
  • list of partners and designated partners, if any, and the names and addresses of two or more persons resident in India, authorized to accept on behalf of the limited liability partnership, service of process and any notices or other documents required to be served on the limited liability partnership.

2. If the limited liability partnership is incorporated in any country which is a part of the Commonwealth, the copies of the documents referred to in sub-rule (1) shall be certified as true copies -

  • by an official of the Government to whose custody the original is committed ;or
  • by a Notary (Public) in that Part of the Commonwealth; or
  • by an officer of the limited liability partnership, on oath before a person having authority to administer an oath in that part of the Commonwealth.

3. If the Limited Liability Partnership is incorporated in a country that falls outside the Commonwealth but is a party to the Hague Apostile Convention, 1961 -

  • the copies of the documents referred to in sub-rule (1) shall be certified by an official of the Government to whose custody the original is committed and be duly apostillised in accordance with Hague Convention;
  • a list of the partners and designated partners of the LLP, if any, the name and address of persons resident in India, authorized to accept notice on behalf of the Limited Liability Partnership shall be duly notarized and be apostillised in the country of their origin in accordance with Hague Convention.

4. If the limited liability partnership is incorporated in a country outside the Commonwealth and is not a party to the Hague Convention, the copy of the incorporation documents referred in sub-rule (1) shall be certified -

  • by an official of the Government to whose custody the original is committed ; or
  • a Notary (Public) of such country ; or

    The signature or seal referred above shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (XL of 1948), or where there is no such officer, by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10), or in any Act amending the same.

  • by an officer of the limited liability partnership.

    The certificate of the officer referred above shall be signed before a person having authority to administer an oath as provided under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (XL of 1948), or as the case may be, by section 3 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic, C. 10) the status of the person administering the oath in the latter case being authenticated by any official specified in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic. C. 10) or in any Act amending the same.

Useful Links


LLP Act 2008
Limited Liabilty Partnership Rules 2009

 

 

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