LLP Formation

Limited Liability Partnerships (LLPs) are commercial vehicles which combine features of partnership and company form of business. LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
Unlike in partnership, no partner is liable on account of the independent or un-authorized actions of other partners and accordingly individual partners are protected from joint liability created by another partner`s wrongful actions or misconduct.
Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Pre-requisites for registering a LLP
Minimum 2 Partners (Individual or body corporate)
Minimum 2 Designated Partners who are individuals and at least one of them should be resident in India.
Digital Signature Certificate
LLP Name
LLP Agreement
Registered Office

Partners of LLP
An LLP should have minimum 2 partners. In case any Body Corporate is a partner, then it will be required to nominate any person (natural) as its nominee for the purpose of the LLP.
Partner of LLP can be consisted of

Companies incorporated in and outside India
LLP incorporated in and outside India
Individuals Resident in and outside India

Every LLP should have minimum 2 designated partners who are individuals and at least one of them should be resident in India.

A person or nominee of a body corporate, intending to be appointed as who is appointed as designated partner of LLP should hold a Designated Partner Identification Number (DPIN) allotted by the Ministry of Corporate Affairs.
DPIN can be obtained by submitting application along with address proof and identity proof of the individuals.

Digital Signature Certificate
All forms for registration of LLP shall be filed online after signing digitally and for this purpose, one of the designated partners shall take digital signature certificate.

LLP Name
Selection of business name is crucial for the image of your venture. You select a name which reflects the business you plan. Ensure selected name satisfy LLP Name Guidelines of Ministry of Corporate Affairs.

LLP Agreement
Like partnership, partners of LLP can frame agreement for defining their terms, profit sharing ratio etc. The basic contents of Agreement are, Name of LLP, Name of Partners and Designated Partners, and Form of contribution, Profit Sharing ratio and Rights and Duties of Partners.
In case no agreement is entered into, the rights and duties as prescribed under Schedule I to the LLP Act shall be applicable. It is possible to amend the LLP Agreement but every change made in the said agreement must be intimated to the Registrar of Companies.

Registered Office
The Registered office of the LLP is the place where all correspondence related with the LLP would take place, though the LLP can also prescribe any other for the same. A registered office is required for following purposes. At the time of incorporation, it is necessary to submit proof of ownership or right to use the office as its registered office with the Registrar of Companies.

LLP FORMATION STAGES
Stage I - Partners
To form a LLP, there Minimum two partners and at least two shall be designated partners having DIPN. In case of body corporate as partners, their nominee can be act as designated partners. Out of two designated partners, one must be resident in India. (Who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding financial year)
Stage II - Obtaining DPIN and Digital Signature
DPIN can be obtained by making an application online with�www.llp.gov.in�After submitting the online application, signed physical copy of Form 7 has to be submitted to Ministry of Corporate Affairs along with certified copies of address proof and Identity proof of the applicant
Digital Signature can be obtained from any of the Certifying Authorities in India.
Stage III - Name filing
After finalization of name, an application of name availability has to be filed in form 1 with�www.llp.gov.in�for approval. Please note that selection of name is subject to Guidelines issued by MCA.
Stage IV - Agreement
LLP agreement has to be drafted line with LLP Act. It is not mandatory to file LLP agreement at the time of registration and same can be file with in 30 days. If no agreement is framed, provisions of Schedule I of the LLP Act shall be applicable.
Stage V - Filing of Incorporation Documents
The following documents along with required attachments has to be filed withwww.llp.gov.in
The following documents along with required attachments has to be filed withwww.llp.gov.in
Form 2 : Details of partners, registered office etc
Subscription Sheet: All partners are required to subscribe their names along with signatures to the subscription sheet, which shall be witnessed by any chartered Accountant/Company Secretary/Advocate in practice.
Form 4 : Consent of Partners - Consent of each partner to become a partner of Liability Partnership
Form 3 : LLP agreement - this can be filed with in 30 days from the date of registration
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LLP Services

Name Reservation Service

LLP Act 2008 provides special provisions for the Intellectual Property for Foreign Companies/LLP. Foreign Companies/LLP interested in establishing LLP in India can reserve its existing name by which it is registered in the country of its regulation or incorporation for forming an LLP. No LLP will be formed with the reserved name during the course of reservation. The reservation is for a period of three years and can be renewed on fresh application with applicable fees.

LLP Agreement Drafting Service
LLP is governed by LLP Act, 2008 and the LLP agreement. Our experienced team of legal professionals can help you to draft LLp Agreement taking into account of requirements and applicable law. A well drafted agreement will help smooth running of your LLP.

Annual Filing Services
Under LLP act, it is mandatory to file accounts and annual return with Registrar of LLP. CompaniesInn can help you in filing returns in time and thus avoid penalty.

Induction of New Partners and changes thereof
In terms of LLP law, induction of partners and changes thereof has to be intimated to Registrar by filing specified returns. Our LLP law experts can assist you in inducting new partners and effect the changes in partners.

Other LLP Services
CompaniesInn offers following LLP Services as well.
        Conversion of Firms / Companies to LLP
        Conversion of LLP to Company (under Part IX of the Companies Act,1956
        Compromise, Arrangement or Reconstruction of Limited Liability Partnerships

LLP Conversion

LLP form of business organization has the advantages over Company and Partnership in terms of recognition, compliance and flexibility of operation. It is advisable for existing business structures such as partnership and companies to convert into LLP taking into account of their present level of operation.
The following forms of existing business organizations are eligible to be converted to LLP after complying with the requirements of LLP Act 2008
Partnership
Private Limited Company
Unlisted Public Limited Company

Procedure for converting your business to LLP

Partnership

Preconditions
Partnership should be a registered under Indian partnership Act 1932
All the partners of firm should become the partners of LLP
Minimum 2 partners as Designated Partners and one of them should be resident in India
Digital Signature Certificate for one of the Designated Partners
LLP Name
LLP Agreement
Registered Office

Procedure
Obtain name approval for LLP
Application for conversion of firm to LLP in Form 17
File the following forms along with a statement by all partners with registration number and date of registration of the firm
Form 2 : Details of partners, registered office etc
Form 3 : Consent of Partners - Consent of each partner to become a partner of Liability Partnership
Form 4 : LLP agreement - this can be filed with in 30 days from the date of registration
After verification, registrar will register all documents and issue Certificate of registration
Upon registration of LLP, file an intimation to the Registrar of Firms stating the fact that firm is converted into LLP

Private Limited Company / Unlisted Public Limited Company

Preconditions
The company should be registered under Companies Act, 1956
There should not be any security interest subsisting on the assets of the company at the time of application
Partners of LLP should comprise all the shareholders of the company and no one else.
Minimum 2 partners as Designated Partners and one of them should be resident in India
Digital Signature Certificate for one of the Designated Partners
LLP Name
LLP Agreement
Registered Office

Procedure
Obtain name approval for LLP
Application for conversion of firm to LLP in Form 18
File the following forms along with a statement by all partners with registration
Number and date of registration of the firm.
Form 2 : Details of partners, registered office etc
Form 4 : Consent of Partners - Consent of each partner to become a partner of Liability Partnership
Form 3 : LLP agreement - this can be filed with in 30 days from the date of registration
After verification, registrar will register all documents and issue Certificate of registration
Up on registration of LLP, file an intimation to the Registrar of Companies in Form 14 stating the fact that the company is converted into LLP

Details & Documents Required

Name of The Partnership Firm (with the six-option name)
Registered Address of the Firm
Full Name of the Partners
Fathers Full Name of the Partners
Residential Address of the Partners
Date of Birth the Partners
Latest Passport Size Photographs of the Partners
Address Proof of The Partners (i.e. Copy of Ration Card, Passport, latest Electricity Bill, Telephone Bill, etc)
Identity Proof of the Partners (i.e. Voting Card, Driving License, School Leaving Certificate, etc)
Photograph Pasted on a Blank A4 Size Paper With 2 Signatures Below The Photograph (Specimen Format)