2022 LLP Registration Process – Filing of LLP FiLLiP Form

The Ministry of Corporate Affairs (MCA) has recently introduced the Limited Liability Partnership (Second Amendment) Rules, 2022. With this amendment, MCA has notified that LLP incorporation has become web-based like the SPICE+. The incorporation document should be filed electronically with Registrar having jurisdiction over the registered office of LLP in the form FiLLiP (Form for incorporation of Limited Liability Partnership). The present article briefs the procedure to file the FiLLiP Form.

Limited Liability Partnership (LLP)

Limited Liability Partnership (LLP) is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. Since LLP contains elements of both ‘a corporate structure’ as well as a partnership firm structure’ LLP is called a hybrid between a company and a partnership. Low registration fees and easy maintenance make LLP a first choice for many of the small businesses in India. Click here to know more about the Limited Liability Partnership (LLP)

Limited Liability Partnership (Second Amendment) Rules, 2022

Limited Liability Partnership (Second Amendment) Rules, 2022 was declared on the 04^th March 2022 and came into effect from the 1st April 2022. There are a few more important changes that have been made through LLP (Second Amendment) Rule, 2022, which are as follows:

There can be 5 designated partners (without having DIN) at the time of Incorporation. (Earlier 2 was allowed)
PAN & TAN will be allotted along with Certificate of Incorporation or Registration
LLP incorporation has become web-based like the SPICE+.
Form 8 (Statement of Solvency and Annual Return) will also include disclosures concerning Contingent Liability
All LLP forms will be web-based including LLP Form -9 – Consent of Partners. Resultantly, all Designated Partners Digital Signatures will be required.

For more details on Limited Liability Partnership (Second Amendment) Rules, 2022, click here

Steps to Incorporate LLP

Infographic-on-LLP-Formation-Procedure Name reservation: The first step to incorporate a Limited liability partnership (LLP) is a reservation of the name of LLP. The applicant has to file eForm 1, for ascertaining availability and reservation of the name of an LLP business. To Check LLP and Company Name Availability, click here! Incorporate LLP: After reserving a name, the user has to file FiLLiP for incorporating a new Limited Liability Partnership (LLP). FiLLiP contains the details of LLP proposed to be incorporated, partners’/ designated partners’ details, and consent of the partners/ designated partners to act as partners/ designated partners. LLP Agreement: Execution of LLP Agreement is mandatory as per Section 23 of the Act. LLP Agreement is required to be filed with the registrar in eForm 3 within 30 days of incorporation of LLP.

Web-based process for LLP Incorporation- filing of FiLLiP Form

As mentioned above, the forms of LLP Incorporation (FiLLiP Form) have now become web-based, vide the Limited Liability Partnership (Second Amendment) Rules, 2022. FiLLiP deals with the single application for reservation of name, incorporation of a new LLP, and/or application for allotment of DIN/DPIN.

This eForm is accompanied by all supporting documents including details of designated partners, partners, etc. Once the eForm is processed and found complete, an LLP is registered and LLPIN is allocated.
Also, DINs/DPINs gets issued to the proposed designated partners/nominee of body corporate designated partners who does not have a valid DIN/DPIN.
Maximum 5 designated partners are allowed for using this integrated form for allotment of DIN/DPIN while incorporating an LLP.

Laws governing the e-form FiLLiP

The new e-form FiLLiP is required to be filed according to Rule 8, Rule 11, and Rule 18 of the LLP Rules, 2009.

Rule 8 of LLP Rules, 2009:

Rule 8 of LLP Rules, 2009 specifies that, in case of incorporation, the individual who has given consent to act as a partner or designated partner shall file consent in Form FiLLiP along with a fee to MCA.

Rule 11 of LLP Rules, 2009

For section 11, the incorporation document shall be filed in Form FiLLiP with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated along with the fee

Rule 18 LLP Rules, 2009

The name of the limited liability partnership shall not be prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950.

Documents Required

The following documents are required to be attached with the FiLLiP Form:

If the appointed partner is a body corporate, copy of the resolution on the letterhead of such body corporate to become a partner in the proposed LLP
A copy of resolution/ authorization of such body corporate also on a letterhead mentioning the name and address of an individual nominated to act as nominee/designated partner on its behalf
Proof of address of registered office of LLP
Subscribers' sheet including consent
In-principle approval of regulatory authority, if the proposed name includes words that require approval of regulated authorities, the attachment becomes mandatory.
Detail of LLP(s) and/ or company(s) in which partner/ designated partner is a director/ partner.
Approval of the owner of the trademark or the applicant of such application for registration of Trademark;
Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;
Copy of approval from the competent authority in case of collaboration and connection with the foreign country or place
Proof of identity and address of Applicant I and Proof of identity and address of Applicant II
Copy of Board Resolution of the existing company or consent of existing LLP as proof of no objection

Applicable Fee

Fee liable to be paid along with the FiLLiP form as per the LLP (Registration offices and Fees) Rules is mentioned as follows:

S. No.	Contribution Value in INR	Fee Payable in INR
1	Up to 1, 00, 000	500/-
2	More than 1,00,000 up to 5,00,000	2,000/-
3	More than 5,00,000 up to 10,00,000	4,000/-
4	More than 10,00,000	5,000/-

Procedure for Filing eForm FiLLiP

The following steps can be used for filing the eForm FiLLiP on the MCA portal. By login into the portal, the applicant can fill in all details in the eForm FiLLiP.

Details of LLP Name, if it is already approved by Registrar of Companies
New Incorporation / Conversion Details
CIN
Address of registered office of the LLP
Name of the office of Registrar in which the proposed LLP is to be registered
Business activities to be carried out by the LLP on incorporation,
Details of Based on business activities of the LLP as per NIC-2004
Total number of designated partners (individual + nominees of bodies corporate)
Number of individual designated partners having valid DIN/DPIN
Number of designated partners who are nominees of bodies corporate
Having valid DIN/DPIN
Total number of Partners (individual + body corporate)
Details of the proposed LLP name is based on a trademark registered or is the subject matter of an application pending for registration under the Trade Marks Act
The total monetary value of the contribution by partners in the LLP (in figures)

Upload Documents

After providing all details, the applicant needs to upload the mandatory documents. By clicking on the attach button, the required document can be uploaded.

Verification

Verification is mandatory in case the name has not already been approved by the Registrar of Companies through RUN-LLP

Digitally sign the Form

The form needs to be digitally signed by the Proposed designated partner who has signed the FiLLiP. Note: If none of the proposed designated partners have a valid DIN/DPIN, then also the form can be digitally signed by the proposed designated partner after associating his / her DSC on the MCA21 system. The person should have registered his/her DSC with MCA. If not already registered, then please register before signing this form. In case the person digitally signing the eForm is a Designated partner:

If any of the proposed designated partners have a valid DIN/DPIN – It is then mandatory to enter the approved DIN/DPIN.
If none of the proposed designated partners have a DIN/DPIN – Enter the Income Tax PAN associated with the DSC of any of the proposed designated partners while associating DSC on the MCA21 system.

In case the person digitally signing the eForm as a designated partner is a practicing CA/CS/CWA –

Enter valid membership number while associating DSC. A Professional who is signing FiLLiP as a designated partner, cannot again Sign the same form as a Professional.

In case the person digitally signing the eForm is an Advocate,

Enter valid PAN while associating DSC on MCA 21 system.

Submit Form

After furnishing all details, submit the form FiLLiP to the Registrar. If the Registrar, on examining Form FiLLiP, finds that it is necessary to call for further information, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar. After re-submission of the document, if the Registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies: Note: The total period of re-submission of documents shall not exceed thirty days.

Get LLP Certificate of Incorporation

When the eForm is processed and DIN/DPIN is generated, an acknowledgment email of DIN/DPIN generation is sent to the designated partner. The Certificate of Incorporation of limited liability partnership shall be issued by the Registrar in Form 16 and it will also be sent on the mail ID of the LLP as specified in the application form mentioning the LLPIN of the LLP. For LLP registration in India,visit IndiaFilings.com