Incorporation documents and the step by step procedure are going to be discussed here in detail.

To incorporate a limited liability partnership

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  • A lawful business, which has been carried by two or more persons need to subscribe their names in the incorporation document.
  • The incorporation document shall be filed in such manner and with such fees, as may be prescribed with the registrar of the state in which the registered office of the limited liability partnership is to be situated; and
  • There shall be filed along with the incorporation document, a statement in the prescribed from, made by either an advocate, or a company secretary or a chartered accountant or a cost accountant, who is engaged in the formation of the limited liability partnership and by anyone who subscribed his name to the incorporation document, that all the requirements of this act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto.

The incorporation document shall

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  • Be in a form as may be prescribed
  • State the name of the limited liability partnership
  • State the proposed business of the limited liability partnership;
  • State the address of the registered office of the limited liability partnership;
  • State the name and address of each of the persons who are to partners of the limited liability partnership on incorporation;
  • State the name and address of the persons who are to be designated partners of the limited liability partnership on incorporation;
  • Contain such other information concerning the proposed limited liability partnership as may be prescribed.

If a particular person makes a statement as per the clause{C} of sub-section(1) which he

  • Does not believe to be true,
  • Or knows to be false.

Would be punishable with imprisonment for a particular time period which may extends up to two years along with the fine amount which would not be less than ten thousand rupees and in some cases it may extends up to five lakh rupees.

From the above, it can be observed that to incorporate an LLP, there has to be two or more persons:

  • Who have associated to carry on a lawful business;
  • With a view to profit; and
  • Who have subscribed their names to an incorporation document.

To incorporate an LLP, the business has to be lawful. In other words, the proposed business of an LLP should not be prohibited under nay law for the time being in force.

Forms and contents of the incorporation document:

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The document should be filed in such a way with the prescribed fees, along with the registrar of the state in which the particular registered office of the LLP is to be situated.

Further section 11(2) of the LLP act requires that the incorporation document shall

  • Be in a form as may be prescribed;
  • State the name of the LLP;
  • State the proposed business of the LLP;
  • State the address of the registered office of the LLP;
  • State the name and address of each of the person who are to be partners of the LLP on incorporation;
  • State the name and address of the persons who are to be designated partners of the LLP on incorporation;
  • Contain such other information concerning the proposed LLP as may be prescribed.

Rule 11 of the LLP rules provides that for the purpose of section 11 of the LLP act, the incorporation document shall be filed in form 2 with the registrar having jurisdiction over the state in which the registered office of the LLP is to be situated along with the fee as provided in annexure A to the LLP rules.

The incorporation document shall inter alia, state the following information:

  • The name of the LLP;
  • The state in which the registered office of the LLP is to be situated;
  • The address of the registered office of the LLP;
  • The business to be carried on by the LLP;
  • Summary of partners/designated partners (i.e. number of partners, number of designated partners, number of designated partners resident in India);
  • Number of individuals as partners and their details;
  • Number of bodies corporate as partners and their details;
  • Total monetary value of contribution by partners in the LLP, etc.

Rule 12 of the LLP rules provides that where the intending partner is a body corporate, copy of resolution on the letterhead of such body corporate to become a partner in the proposed LLP and a copy of resolution or authorisation of such body corporate also on letterhead mentioning the name and address of an individual nominated to act as nominee or nominee and designated partner on its behalf shall be attached.

As per the rule12, if in a case the foreign nationals who resides outside India or any foreign corporates which has been registered outside India, seeks to register the LLP in India, the address, name and signature of an individual or the designated partner of the body corporate or nominee on the incorporation document, identity proofs, the required documents referred in this rule should be duly certified.

The incorporation process has been explained through the following flowchart

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