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Steps to form a LLP

1. DIN for Designated Partners:

DIN is required for at least 2 Designated Partners. If the Proposed Designated Partner/s already have a DIN or DPIN (since discontinued), Please provide the same and do not apply again.

For Application of DIN 1 the following are required:

  1. Copy of Identity Proof: Pan Card to be self signed
  2. Copy of Residential Address Proof in the name of the Applicant: to be self signed
    (Note: Address Proof should have same Name Spelling and other details as in the Identity Proof) In case of Utility Bills like Telephone, Electricity etc. the same should not be more than 3 months old.
  3. Latest Passport Size Photo
  4. Declaration as per Annexure 1 attached (Click Here) - To be filled & signed by each proposed Designated Partner.
  5. If the name of a person does not have a last name, then his/her father's first name should be filled in the mandatory 'Last Name' field. In such a case, an affidavit duly notarized by a Notary Public should also be submitted along with DIN application, as per format attached. (Click Here) AND if the name of a person’s father Name does not have a last name, then person’s grandfather's first name should be filled in the mandatory 'Last Name' field in Father’s Name. In such a case, an affidavit duly notarized by a Notary Public should also be submitted along with DIN application, as per format attached. (Click Here)
  6. For Common Causes of Rejection of DIN Applications (Click Here)

2. Digital Signature Certificate (DSC) of Designated Partner:

Digital Signature is required for signing e-forms; hence at least one applicant shall procure a Digital Signature.

For Application of Digital Signature the following are required:

  1. Application Form (Click Here) affixed with Passport Size Photo and signed across
  2. Identity Proof-Pan Card to be self signed
  3. Copy of Residential Address Proof in the name of the Applicant: to be self signed
    (Note: Address Proof should have same Name Spelling and other details as in the Identity Proof) In case of Utility Bills like Telephone, Electricity etc. the same should not be more than 3 months old.

3. Application for Name of LLP: (Form 1)

  1. Proposed name of the LLP (Please provide maximum alternate names in order of preference) State the significance of the key or coined word(s), if any, in the proposed name(s) (in brief). Name should be based on the Business Activity of the Company. Also state whether the proposed name(s) are based on a registered trade mark or application pending for registration under the Trademarks Act. (Please read Common reasons of rejection of Name Applications)
  2. Proposed Business Activity (Main Objects)
  3. Proposed Total Partner’s Contribution in Monetary terms
  4. Address with PIN Code of the Proposed Registered Office
  5. Address with PIN Code of the Local Police Station having Jurisdiction of the above office.
  6. DIN, Name, Present and Permanent Address, Occupation, Email ID and Phone No. of the Applicant.
  7. DIN / DPIN of all the Designated Partners.
    Note: In case the Designated Partners is a Body Corporate (LLP or Company), its nominee’s details are to be provided. At least one Designated Partner should be a resident in India.

4. Incorporation Document and Subscriber Statement: (Form 2)

  1. Occupation, email ID, of all the Designated Partners.
  2. Contribution by each Designated Partner (Value and mode)
  3. List of LLPs in which the Designated Partner is a Partner
  4. List of Companies in which the Designated Partner is a Director.
  5. Subscriber Sheet signed by all the Designated Partners (Click Here)
  6. In case the Designated Partners is a Body Corporate, a resolution on the letter head of the Body Corporate to become a partner of the proposed LLP and also a resolution authorizing a nominee to represent the Body Corporate as a Designated Partner. For Format (Click Here).
  7. Proof of Address of Registered Office of LLP. (In normal circumstances the proof of Registered Office Address of LLP will not be available since it is still under formation, therefore, the Address proof of the place of Registered Office in the name of such person who has agreed to provide the his place to the LLP along with a consent letter or rent agreement or any other agreement between such person and the promoters of the LLP shall be required)
  8. Where an approval is required from various regulatory authorities (Like RBI for NBFC) before formation of LLP, attach such in principle approval.

5. Limited Liability Partnership Agreement: (Form 3)

Draft of the LLP Agreement to cover inter alia the following information:

  • Address of registered office of the LLP
  • Name, Father’s Name, Address, Nationality, Residential Status of all Partners including Designated Partners.
  • Place at which the initial Agreement is made
  • Date of Agreement
  • Date of Ratification, in case initial Agreement was made prior to incorporation
  • Business activities to be carried on by LLP, on incorporation
  • Obligation to contribute
  • Total Number of partners as on the date of filing the Form (Designated Partners and Other Partners)
  • % of profit/loss sharing and contribution in money or monetary value of property or other benefit or to perform services.
  • Mutual Rights and Duties of Partners
  • Restrictions, if any, on the partners’ authority.
  • Acts, matters or things, if any, which can be done only with the consent of all the partners/consent of requisite number or percentage of partners
  • Procedure for calling, holding and conducting meetings, (where the decisions are to be made at meetings of partners.)
  • Details of indemnity clause, if any
  • Details of agreement relating to admission of a new partner, retirement of a partner, cessation of a partner, expulsion of a partner, resignation of a partner
  • Clause relating to resolution of disputes between the partners inter se and between the partner and the LLP
  • Information relating to duration of LLP, if any
  • Information relating to voluntary winding up
  • Information of clauses in the agreement:
  • relating to rule 16 (2) - manner in which the LLP may in addition to the registered office address, declare any other address as its address for service of documents, if it does not provide for such manner, consent of all partners shall be required for declaring any other address as the address for service of documents.
  • relating to rule 17 (1) - manner in which the LLP may change its registered office from one place to another and the procedure to be laid down in the LLP agreement, if it does not provide for such manner and procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place:
    In case of change in place of registered office is from one State to another State, the LLP having secured creditors shall also obtain consent of such secured creditors.
  • relating to rule 20 (1) - manner in which the LLP may change its name and the procedure to be laid down in the LLP agreement. if it does not provide for such manner and procedure, consent of all partners shall be required for changing the name of the limited liability partnership.
  • relating to rule 24(18) (a) - manner in which the LLP may remove an auditor from office at any time and the procedure to be laid down in the LLP agreement, if it does not provide for such manner and procedure, consent of all the partners shall be required for removal of the auditor from his office.

6. Appointment of Partners: (Form 4)

  1. Consent Letter to Act as a Partner/Designated Partner. For Format (Click Here).
  2. In case the Designated Partners is a Body Corporate, a resolution on the letter head of the Body Corporate to become a partner of the proposed LLP and also a resolution authorizing a nominee to represent the Body Corporate as a Designated Partner. For Format (Click Here).
  3. Address proof of all Partners and Designated Partners.

7. Rectification of DIN:

In case the Director has to incorporate any information in his DIN database or wants to rectify any information contained therein, he/she has to file DIN 4 along with a Declaration – This is to be filled & signed by the Applicant (director). It has become mandatory to incorporate Permanent Account Number (PAN) of the Director in his/her DIN database. In all such cases where PAN is not present in the DIN database, the Directors have to file DIN 4 to incorporate the PAN before 30th September, 2011 failing which their DIN will be disabled and they will also be liable for penalty. Please note that Name, Father’s Name and Date of Birth in DIN should match with the PAN. If there is any difference, either data in the DIN can be altered by the same form, or else, the data in the PAN has to be applied for rectification. For rectification of PAN Data Form (Click Here)

  1. Identity Proof-Pan Card to be self signed
  2. Latest Passport Size Photo
  3. Declaration as per Annexure 2 (Click Here)

8. Application for PAN/TAN:

  1. Application for PAN (Click Here)
  2. Rectification of PAN Data (Click Here)
  3. Application for Tax Deducted Account Number (Click Here)
  4. Rectification in TAN Data (Click Here)