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Registration
Incorporation Document
2 or more persons subscribe to an incorporation document for carrying on a lawful business for profit.
The incorporation document shall be filed in such manner along with prescribed fees with Registrar of State in which registered office of LLP is to be situated.
The incorporation document in the prescribed form shall state :
- Name of LLP
- Proposed business
- Address of registered office.
- Name and address of the partners and designated partners.
- Such other prescribed information.
Also file a statement confirming on the compliance of all the requirements of LLP Act and the rules made there under certified by :
- An Advocate/CA/CS/Cost Accountant, engaged in formation of LLP; and
- Any one subscriber to the incorporation document
Within 14 days of receipt of Incorporation document, the Registrar shall register the incorporation document and give a certificate of incorporation of LLP; signed by the Registrar himself and authenticated by his official seal.
The statement made by an Advocate/ CA/ CS and subscribers shall be treated as an evidence by the Registrar that there are 2 or more subscribers to the Incorporation document for carrying lawful business for profit
If a person making statement despite of the fact knowing it to be false or not believing it to be true, he shall be punishable with imprisonment of maximum 2 years and fine ranging from INR 10,000 – 500,000
Note:- On the incorporation of LLP, the persons who subscribed their names to the incorporation document shall be its partners and any other person may become a partner of LLP by and in accordance with LLP agreement.
Benefits of LLP Registration
- Suing and being sued
- Acquiring, owning, holding, developing, or disposing of property, whether movable or immovable, tangible or intangible
- Having a Common Seal
- Doing and suffering such other acts and things as Body Corporate may lawfully do and suffer
Name of LLP Firm
Every LLP shall have either the words “Limited Liability Partnership” or “LLP” at the end of its name
Any LLP which contravenes the above provision shall be punishable with fine of minimum INR 2,000 up to a maximum of INR 25,000
A person may apply for the reservation of name set out in the application in prescribed manner, form and fees
Every LLP shall print its name, registered office address, Registration number and limited liability statement in all its invoices, official correspondence and publications
The Registrar may upon the receipt of application and fees, subject to Central Government Rules, reserve the name for a period of 3 months from the date of intimation by Registrar
No LLP shall be registered by a name which in the opinion of the Central Government is Undesirable or Identical or too nearly resembles to that of any other partnership firm, LLP, Body corporate or a registered trade mark or trade mark which is subject matter of an application for any other person under Trade Marks Act, 1999.
If any person carries on business under any name with “LLP” or “Limited Liability partnership” as its last words, not being a duly incorporated LLP, that person shall be punishable with fine of minimum INR 50,000 up to a maximum of INR 500,000
Extent of Liability of LLP and Partners
- The LLP is liable if a partner is liable to any person due to wrongful act or omission on his part in the course of business of LLP or with its authority
- An obligation of LLP, whether arising in contract or otherwise, shall be solely the obligation of LLP
- The Liabilities of LLP shall be met out of property of LLP
- A partner is not personally liable, directly or indirectly for an obligation of LLP.
- The obligation of LLP shall not affect the personal liability of a partner for his own wrongful act, but a partner shall not be liable for wrongful act of another partner of LLP.
*Footnote:-
LLP is not bound by the act of partner in dealing with a person if:
- A partner has no authority to act for LLP in doing a particular act
- The person knows that he has no authority or does not believe him to be a partner of LLP