1. How many partners are required to form an LLP?

A minimum of two partners are required to form an LLP. There is no maximum limit on number of partners. (Section 6(1) of the LLP Act, 2008)

2. How many designated partners are mandatory in an LLP?

A minimum of two designated partners are mandatory in an LLP. (Section 7(1) of the LLP Act, 2008)

3. Who can be a partner and designated partner of an LLP?

Any individual or body corporate may be a partner in an LLP. However, only an individual can be a designated partner of an LLP. (Section 5 and 7(1) of the LLP Act, 2008)

4. What is the requirement regarding residential status of partners and designated partners of an LLP?

The LLP Act, 2008 or the LLP Rules, 2009 do not mention anything about the residential status of the partners of an LLP. However, at least one of the designated partners is required to be a resident in India. (Section 7(1) of the LLP Act, 2008)

5. Is it mandatory that all designated partners of an LLP must also be partners of the LLP?

A designated partner must be partner of LLP. However, the exceptional circumstances are as follows:-

(a) If all the partners of LLP are bodies corporate, at least two nominees of such bodies corporate shall act as designated partner. (Proviso to Section 7(1) of the LLP Act, 2008)

(b) In case the incorporation document specifies certain persons to be designated partners, then such persons shall be designated partners of the LLP. (Section 7(2)(i)(a) of the LLP Act, 2008)

6. Is there any requirement for consent of designated partners before incorporation of an LLP or before their appointment?

Every individual proposed to be appointed as a designated partner of an LLP is required to give his prior consent to the LLP in Form 9 (Section 7(3) of the LLP Act, 2008 and Rule 7 of the LLP Rules, 2009)

7. Are there any other procedures with respect to designated partners before incorporation of an LLP or appointment of designated partners?

Every individual or nominee of a body corporate, who is intending to be appointed as a designated partner of a body corporate of an LLP is required to obtain a Designated Partner Identification Number (DPIN) from the Central Government. (Section 7(6) of LLP Act, 2008 and Rule 10 of LLP Rules, 2009)

8. Can the payment of fees for DPIN be made through offline mode?

No, payment of fees for DPIN cannot be made through offline mode. The payment can be made only through online mode, i.e., credit card (Master / Visa Card) or through RTGS mode.

9. Is it required to submit any physical documents after generation of provisional DPIN?

No physical documents are required to be submitted after generation of provisional DPIN.

10. Who can attest/ certify the documents to be attached to the supporting documents for DPIN application Form?

The supporting documents of DPIN application form of a resident can be attested/ certified by the following persons:-

• A Gazetted Officer of the Central or State Government,

• A Notary Public,

• A Company Secretary, Chartered Accountant, Cost Accountant or holding a certificate of practice under the Company Secretaries Act, 1980, the Chartered Accountants Act, 1949 and the Cost and Works Accountants Act, 1959 respectively.

In case of a Non-Resident, the certification can be done in the following manner:-

A. In case the non-resident belongs to a country which is a part of the Commonwealth, then the documents can be certified by the following:-

• 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.

B. In case the non-resident belongs to a country which falls outside the Commonwealth but is a party to the Hague Apostile Convention, 1961, then the documents can be certified by the following:-

• By an official of the Government to whose custody the original is committed and be duly apostillised in accordance with Hague Convention.

C. In case the non-resident belongs to a country which falls outside the Common wealth and is not a party to the Hague Apostile Convention, 1961, then the documents can be certified by the following:-

• 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

11. What procedure is required to be followed by a proposed designated partner after the approval of his DPIN?

After the approval of DPIN, the proposed designated partner shall intimate his DPIN to the LLP in Form 9 before the date of his appointment as a designated partner. (Rule 10(8) of the LLP Rules, 2009)

12. Whether DIN can be used interchangeably with DPIN?

No, DIN cannot be used interchangeably with DPIN. An individual possessing DIN cannot be appointed as a designated partner of an LLP unless he obtains DPIN.

13. What are the guidelines for seeking name availability of an LLP?

The name of an LLP shall not be one prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950 or any of the restrictions mentioned under Rule 18(2) of the LLP Rules, 2009.

14. Whether pre-fix / key word / reflection of object mandatory of LLP?

The LLP Act 2008 or LLP Rules 2009 do not provide any mandatory provisions to the effect that the name of an LLP should contain a pre-fix / key word / reflection of object of an LLP.

15. Which form is required to be filed for seeking name availability letter?

Form 1 is required to be filed for seeking name availability letter for incorporation of an LLP. (Rule 18(5) of LLP Rules, 2009)

16. How much process time is required for approval of name?

The process time for approval of name by the registrar shall be ordinarily 7 days from the date of receipt of application. (Rule 18(5) of LLP Rules, 2009)

17. Whether the powers for approval of name/ registration of LLP are being given to regional ROCs?

Yes, the powers for approval of name/ registration of LLP are being given to regional ROCs where the registered office of the LLP is proposed to be situated. (Rule 18(4) of LLP Rules, 2009) However, this rule has not yet been enforced yet. As of now, all powers for approval of name / registration of LLP are vested with the Registrar of LLPs, a separate department established by the Ministry of Corporate Affairs which is based in New Delhi.

18. For what period will a name approved by the Registrar be available for registration of an LLP?

A name, once approved by the Registrar, shall be available for registration of an LLP for a period of 3 months from the date of intimation by the Registrar. (Rule 18(6) of LLP Rules, 2009)

19. If LLP is using the key name of any existing Company/LLP, whether NOC is required to be attached to Form 1?

If a LLP proposes to use the key name of any existing Company/LLP in existence, NOC from such existing Company/LLP is to be attached to Form 1.

20. Can a foreign LLP or a foreign Company reserves its existing name by which it is incorporated in the country of its incorporation?

Yes, a foreign LLP or a foreign Company reserve its existing name by which it is incorporated in the country of its incorporation by applying in Form 25 along with requisite fees mentioned in Annexure A to the Registrar. (Rule 18(3) of LLP Rules, 2009)

21. For what period will the name reserved by a foreign LLP or a foreign Company by applying to the Registrar in Form 25 be valid?

The name reserved by a foreign LLP or a foreign Company by applying to the Registrar in Form 25 shall be valid for a period of 3 years from the date of approval by the Registrar. (Proviso to Rule 18(3) of LLP Rules, 2009)

22. Is there a concept of Registered Office in case of LLP, as in case of a Company?

Yes, there is a concept of registered office in case of LLP also, as similar to the one in case of a Company, which needs to be intimated to the Registrar at the time of incorporation of the LLP. (Section 13(1) of LLP Act, 2008) However, the limited liability partnership, may, in addition to the registered office address, declare any other address as its address for service of documents, under sub-section (2) of section 13, in the manner as laid down in the LLP agreement.

23. Which forms and documents are required to be filed with MCA at the time of incorporation of an LLP?

At the time of incorporation of an LLP, the following forms and documents are required to be filed with MCA:-

• Form 2, i.e., incorporation document, containing a declaration by an advocate, a Company Secretary, a Chartered Accountant or a Cost Accountant, and any one of the subscribers, to the effect that all the requirements of the LLP Act, 2008 and LLP Rules, 2009 have been complied with.
• Authorization letter in case where one of the partners of an LLP or a company, whether incorporated in or outside India.
• In case where one of the partners is an LLP or a company incorporated outside India, in countries which are signatories to the Hague Apostile Convention, 1961, their signatures and addresses on the incorporation documents are required to be notarized in their country of origin and be duly apostillised in accordance with the Hague Convention.
• Address proof of proposed registered office of the LLP
• Form 3, containing LLP Agreement as an attachment after the approval of Form 2
• Form 4, containing details of partners and designated partners, after the approval of Form 2.
• Form 9 containing consent from proposed designated partners
• Form 12, if it is proposed to receive all documents at a place other than registered office of LLP.

24. Which schedule of LLP Rules, 2009 govern the filing fees? What are the different slabs of fees based on contribution?

Annexure A of the LLP Rules, 2009 govern the filing fees payable by an LLP. The different slabs of fees based on contribution are as follows:-

Contribution slabs Amounts

1. Upto Rs. 1 lakh Rs. 500/-

2. Above Rs. 1 lakh and upto Rs. 5 lakhs Rs. 2000/-

3. Above Rs. 5 lakhs and upto Rs. 10 lakhs Rs. 4000/-

4. Above Rs. 10 lakhs Rs. 5000/-

25. How much process time is required for registration of an LLP?

The process time for registration of an LLP is 14 days from the date of submission of all the aforesaid documents and filing of registration fees. (Rule 12(1) of LLP Act, 2008)

26. Whether ROC generates any number like CIN in case of a company for each LLP on its registration?

Yes, ROC assigns a Limited Liability Partnership Identification Number (LLPIN) for every LLP which is registered with the said Registrar, as in case of a Company. (Rule 14(2) of the LLP Rules, 2009)

27. Whether LLPIN is different for each state?

LLPIN shall be issued in a specific series. So, it shall not be different for each state.

28. Whether the ROC gives the Certificate of Incorporation to a representative of the LLP or is it sent by post?

The Certificate of Incorporation or any other document shall be sent to the LLP or its designated partner by (i) electronic transmission, and (ii) courier, at the address indicated by the LLP as Registered office address in the incorporation document, or such other place as may be indicated by the LLP for service of documents. It is not physically given to a representative of the LLP. (Rule 16 of LLP Rules, 2009)

29. Whether LLP Agreement is required to be filed with MCA?

No, the LLP Agreement is not mandatorily required to be filed with MCA at the time of incorporation of the LLP as well as whenever there is any alteration of the LLP Agreement. It is an optional attachment to Form 3. However, the ROC deserves a right to call for a physical copy of the LLP Agreement to be submitted at their office.

30. How much stamp duty is required to be paid on LLP Agreement?

The stamp duty applicable for Partnership Agreements under the respective State Stamp Acts is payable on the LLP Agreement on the basis of contribution.

31. What are the minimum/ mandatory clauses to be incorporated in an LLP Agreement?

The minimum / mandatory clauses to be incorporated in an LLP Agreement are as follows:-

• Name, date and place of agreement
• Address of Registered office
• Business to be carried on by the LLP
• Details of partners and designated partners of the LLP
• Powers of designated partners, which they can exercise on their own, in compliance with the provisions of LLP Act, 2008 or LLP Rules, 2009.
• Powers of designated partners, which they can exercise with the consent of all or requisite number of partners.
• Obligations of partners towards contribution, individually and total monetary contribution.
• Powers, duties and authorities of each partner.
• Mutual rights and duties of partners.
• Mutual rights and duties of LLP and partners.
• Restrictions on partners’ authority
• Bifurcation of acts, matters or things, which can be done:-

1. With the consent of all the partners
2. With the consent of majority of partners
3. With the consent of requisite number or percentage of partners

• Manner of obtaining consent of partners
• Procedure of convening and holding meetings of partners of the LLP
• Provision of common seal of the LLP and the custody of the same
• Indemnity clause
• Clauses relating to the following events and the obligations, rights, entitlements of partners in specific events:-

1. Admission of a new partner
2. Retirement of a partner
3. Cessation of a partner
4. Expulsion of a partner
5. Resignation of a partner

• Clauses relating to settlement of disputes

1. Between the partners or
2. Partners and the LLP

• Whether the LLP is incorporated for a specific duration
• Clauses relating to winding up of LLP
• Place of service of all documents relating to the LLP, i.e., whether at the registered office address or at any other address
• Procedure for changing of registered office address of the LLP
• Procedure for change of name of the LLP
• Procedure for removal of auditor of the LLP
• Procedure for alteration of contribution of the LLP

33. What is the difference in procedure at the time of conversion of a Partnership firm into an LLP?

For conversion of a partnership firm into an LLP, the following difference can be found in the procedural aspects:-

• All the partners of the partnership firm shall only be the partners of the LLP and no new partners.
• An application to the Registrar for conversion of partnership firm into an LLP shall be made in Form 17.
• Within 15 days from the date of registration, the LLP shall inform the Registrar of Firms with which it was registered under the Indian Partnership Act, 1932 about its conversion in Form 14.
• Every partner of the firm which has been converted into an LLP shall continue to be personally liable (jointly and severally with the LLP) for the liabilities and obligations of the firm incurred prior to conversion or which arose from any contract entered into prior to conversion.

34. What is the difference in procedure at the time of conversion of a Company into an LLP?

For conversion of a Company into an LLP, the following difference can be found in the procedural aspects:-

• All the shareholders of the Company shall only be the partners of the LLP and no new partners.
• There is no security interest in its assets subsisting or in force at the time of application for conversion.
• An application to the Registrar for conversion of a Company into an LLP shall be made in Form 18.
• Within 15 days from the date of registration, the LLP shall inform the Registrar of Companies with which it was registered under the Companies Act, 1956 about its conversion in Form 14.

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