Here is a brief insight as how you can incorporate a LLP. For more details contact @ auindiacs@gmail.com

4.  LLP is governed by Limited Liability
Partnership Act, 2008 and Limited Liability
Partnership Rules, 2009.
 LLP is a corporate business vehicle that
provides the benefits of limited liability but
allows the partners (members), the flexibility
of organizing their internal structure by
forming an agreement.
 The government has also recognized LLP to
qualify as a startup. LLP can register with
StartupIndia HUB and get recognized by
DIPP.

5. Nature of LLP
 The Act defines the LLP as a Body corporate formed
and incorporated under this act and having a legal
entity separate from its partners having a perpetual
succession.
 Any change in the partners of LLP does not affect the
existence, rights or liabilities of the LLP.
 Please note that the Indian Partnership Act, 1932 shall
not be applicable to LLP.

6. Who can
form a LLP?
A LLP can be formed with the
combination of partners and
designated partners.
Minimum 2(two) Designated
Partners are required in order to
form a LLP who can be individuals
or body corporates/LLPs (through
nominees) incorporated in or
outside India.
Atleast one of the designated
partner shall be resident in India.

7. How to incorporate a LLP
1. Application for DSC and DIN
 Obtain the Digital Signatures Certificate from
authorized DSC issuing authority for the
proposed designated partners/partners of the
company.
 Obtain the Director identification Number (DIN)
for every individual intending to be appointed as
a Designated Partner/Partner in E-form DIR-3.
 Register your DSC after allotment of DIN on MCA
website.

8. 2. Checking name availability and reservation
 Please check the names to be applied does not exist
in MCA records. Also check the name applied is not a
trademark under the specified class.
 Maximum 6 names can be applied stating the
significance of each name in the manner of priority.
 An application for name can be applied in form LLP-1
along with prescribed fee of Rs. 200/-.

9. Tick on Incorporating a new LLP for
reservation of name.
Enter the DIN of the applicant/partner
who will affix the DSC in the form and
pre-fill.

10. Enter the details of two proposed
designated partners .
Please ensure that one of them is
resident in India.
If the proposed designated partner is
a body corporate then you need to
mention the details of the nominee
also and attach a resolution for the
authorization of the same.
Enter the state in which the LLP is
going to be incorporated.

11. Enter the objects of the LLP in not
more than 200 words.
Enter the total monetary contribution
by all the partners.
Enter the proposed names of LLP in
the series of importance and mention
their significance.

12. If any trademark exists in the name of
LLP then authorization for the same
has to be attached.
Attach the relevant documents as
required.

13. Verification by the applicant has to be
done and do the check form---affix
the DSC and pre-scrutiny the form.
Upload the form on MCA portal. If the Registrar is satisfied, the name will be approved and a Certificate will be generated.

14. 3. Application for Incorporation
An application for incorporation of LLP has to be made with the Registrar,
within whose jurisdiction the registered office is situated shall be filed in E-
form LLP-2 along with the following attachments:
 Subscriber Sheet
 Consent to act as Designated Partner (Form-9)
 Disclosure of Interest in firms/companies by Designated Partner/Partner
 NOC for use of premises
 Proof of Registered Office address (Conveyance/Lease deed/Rent
Agreement along with the rent receipts) etc
 Copies of utility bills that are not older than two months.
 Where the Registrar is satisfied, a Certificate of Incorporation will be
generated.

15. Enter the SRN No. generated while
filing Form LLP-1 and pre-fill.
Enter the address of the LLP and
attach relevant proof of address in
the form.

16. This field will be auto-filled as
entered in Form LLP-1.
Enter the division activity. (The list is
available in the help kit of the form).
Enter the number of designated
partners and partners. If the total of
both is more than 200, then addendum
of the form is reqd. to be filed.

17. Enter the DIN/DPIN of the
designated partners and pre-fill.
If the designated partner is a body
corporate, then the information of
nominee shall also be entered.
(Nominee should have DIN)
Enter the amount and form of
contribution. If such partner is
interested in any LLP or company,
specify the same.

18. Enter the total monetary
contribution in the LLP.
Formats have been provided
for preparation of subscriber
sheet and interest of Partners
and designated partners..

19. Attach the relevant
attachments required.
Enter the DIN of the partner
who is going to sign.

20. Enter the details of the
professional .
Check form—Affix DSC---
Prescrtiny Form and upload
on MCA.

21. Point to Remember
 There is no bar on the monetary contribution by the
designated partners/partners.
 The profit sharing ratio is decided mutually among the
partners.
 Any partner/designated partner can be added or removed
in future with the consent of all the partners.
 Where at any time, the number of partners in a LLP
becomes less than 2, and the remaining partner carries the
business of LLP for more than 6 months, then he will be
personally liable for the obligations of the LLP incurred
during that period.

22. Drafting of LLP Agreement
 LLP agreement defines the rights, duties, liabilities, sharing of profits and
many more provisions which control the internal matter of the LLP. It should
be drafted very carefully in order to avoid any disputes in future.
 After drafting the same, it shall be sealed, signed and witnessed and a
proper stamping and notary has to be done.
 LLP Agreement has to be filed within 30 days of the incorporation of LLP in
E-form LLP-3.

23. Enter the LLPIN and pre-fill.
Enter the date and place of
the execution of agreement.

24. Enter the total number of
partners and pre-fill. You need
to mention the profit-sharing
ratio for each.

25. Enter the details of the mutual
agreements made between
the partners and LLP.

27. Attach the agreement of LLP.

28. Enter the details of designated
partner and professional who is
affixing the DSC. .
Check form—Affix DSC---
Prescrtiny Form and upload
on MCA.

30. Category Partnership Firm LLP Company
Governed Law Partnership Firm is governed by
‘The Indian Partnership Act,
1932’.
Limited Liability Partnership are
governed by ‘The Limited
Liability Partnership Act, 2008’
Companies are governed by
‘Companies Act, 2013’
Registration Optional Compulsory Compulsory
Distinct Entity Not a separate entity Separate Legal Entity Separate Legal Entity
Cost of Formation Cost of formation is around 2k-
3k.
The cost is lesser in comparison
to a company.
The cost of incorporation starts
from 6k and fluctuates upon the
capital and category of company.
Number of members Minimum 2 and Maximum 20 Minimum 2 partners and there
is no limitation of maximum
number of partners.
2 to 200 members in case of Private
Company and Minimum 7 members
in case of Public Company.
Formalities of
Incorporation
In case of registration,
Partnership Deed along with
form / affidavit required to be
filled with Registrar of firms.
Various e forms are filled with
Registrar of LLP with prescribed
fees.
Single e forms along the
Memorandum & Articles of
Association are filled with Registrar
of Companies.
Compliances No major compliances Annual Compliances Many compliances
Tax Liability Income of Partnership is taxed
at a Flat rate of 30% plus
education cess and surcharge as
applicable.
Income of LLP is taxed at a Flat
rate of 30% plus education cess
and surcharge as applicable.
Taxed at the rate of 30% Plus
education cess and surcharge as
applicable. (Government has also
given tax rebate for startuos and
companies with turnover of less