Topic 24 Incorporation Procedure StepByStep

Module Overview

This topic provides a comprehensive, practical walkthrough of the LLP incorporation process under the LLP Act, 2008 and LLP Rules, 2009 — from obtaining DPIN to receiving the Certificate of Incorporation. Every step is tied to its statutory basis, prescribed form, filing fee, and time-frame. This procedural knowledge is essential for practical examination questions and advisory practice.

Legal Basis

Provision

Content

Primary Statute

LLP Act, 2008 — Sections 11–14

Incorporation application, Certificate of Incorporation, registered office, effect of registration

Subsidiary Rules

LLP Rules, 2009 — Rules 5–14

Forms, fees, procedures, name guidelines

Portal

MCA21 Portal (www.mca.gov.in)

All LLP filings are made electronically; SPICe+ LLP incorporated through e-form FiLLiP

Step-by-Step Process

Step 1: Obtain DPIN (Designated Partner Identification Number) — All proposed designated partners must apply for and receive their DPIN through the MCA21 portal before beginning the incorporation process. For Indian nationals, PAN-based verification is used. Foreign nationals submit passport-based documents.

Step 2: Name Reservation (RUN-LLP / FiLLiP) — Apply for reservation of the proposed LLP name using the RUN-LLP (Reserve Unique Name – LLP) form or directly through the FiLLiP form. The name must comply with Section 15 and Rule 18 of LLP Rules 2009 (name cannot be identical/similar to existing LLP, company, trademark; must end with "LLP" or "Limited Liability Partnership").

Step 3: Draft LLP Agreement — Prepare the LLP Agreement setting out: names of partners, contribution amounts, profit-sharing ratio, management rights, admission/exit of partners, and dispute resolution. The agreement can be submitted as part of incorporation or within 30 days post-incorporation (Form 3).

Step 4: Prepare and File FiLLiP (Form for Incorporation of LLP) — FiLLiP is the master incorporation form filed on MCA21. It incorporates: name reservation, registered office details, partner details, designated partner details, DPIN/DIN details, subscriber details, and copy of identity/address proof for all partners.

Step 5: Pay Filing Fees — Fees based on total contribution: Contribution up to Rs. 1 lakh: Rs. 500; Rs. 1–5 lakhs: Rs. 2,000; Rs. 5–10 lakhs: Rs. 4,000; Rs. 10–25 lakhs: Rs. 5,000; above Rs. 25 lakhs: Rs. 5,000 + additional charge.

Step 6: Registrar's Review and Certificate of Incorporation (Section 12) — The Registrar reviews the application and, if satisfied, issues the Certificate of Incorporation in Form 16. The Certificate is conclusive evidence that the LLP has been incorporated and is the LLP's founding document. The LLP comes into existence on the date stated in the Certificate.

Step 7: File LLP Agreement (Form 3) — If not filed with FiLLiP, the LLP Agreement must be filed with the Registrar within 30 days of incorporation using Form 3. If no agreement is made, Schedule 1 defaults apply from the date of incorporation.

Step 8: Obtain PAN and TAN — Apply to Income Tax Department for PAN (Permanent Account Number) and TAN (Tax Deduction Account Number) — mandatory for tax compliance.

Step 9: Open Bank Account — A current account in the LLP's name using the Certificate of Incorporation and other KYC documents.

Step 10: GST Registration (if applicable) — If the LLP's expected turnover exceeds the GST threshold (Rs. 20 lakhs for services; Rs. 40 lakhs for goods in most states), register under CGST Act, 2017.

Form

Purpose

Deadline

Section/Rule

FiLLiP

Incorporation application — master form

At incorporation

Section 11, LLP Rules 2009

Form 3

LLP Agreement filing

Within 30 days of incorporation

Rule 21(5), LLP Rules 2009

Form 4

Notice of changes in partners/designated partners

Within 30 days of change

Section 25, LLP Rules 2009

Form 9

Consent to act as designated partner

Prior to appointment

Rule 7, LLP Rules 2009

Form 11

Annual Return

Within 60 days of end of FY

Section 35, LLP Act 2008

Form 8

Statement of Account and Solvency

By 30th October each year

Section 34, LLP Act 2008

Form 16

Certificate of Incorporation (Registrar-issued)

On approval of FiLLiP

Section 12, LLP Act 2008

Section 11(1) — Incorporation Application

"For a limited liability partnership to be incorporated, a statement in the prescribed form, accompanied by the required documents and fees shall be filed, in the prescribed manner, with the Registrar."

Section 11(2) — Contents of Incorporation Document

The incorporation document must state: name of LLP; address of registered office; names and addresses of each person who is to be a partner; names and addresses of persons who are to be designated partners; DPIN of designated partners; and any other information as prescribed.

Section 12 — Certificate of Incorporation

"On the registration of an LLP, the Registrar shall issue a certificate of registration in the prescribed form, signed by him [or her], that the LLP is incorporated."

The Certificate is CONCLUSIVE EVIDENCE of incorporation — once issued, it cannot be challenged in any proceeding merely on procedural grounds.

⚖ Registrar of Companies v. Ankit Rathi NCLT New Delhi (2018)

Held: The tribunal held that once a Certificate of Incorporation is issued under Section 12, it is conclusive evidence of the LLP's existence as a body corporate. Challenges to technical defects in the incorporation application cannot be used to deny the LLP's legal existence — the Registrar's certificate conclusively establishes the LLP's status.

Principle: The Certificate of Incorporation under Section 12 creates an irrebuttable presumption of valid incorporation — a core principle that distinguishes the LLP from the IPA firm (where no equivalent conclusive certificate exists).

📌 EXAM TIP: The examination tests the complete incorporation flow. Most important facts: (1) Form FiLLiP = master incorporation form; (2) Certificate = Form 16 (Registrar-issued); (3) LLP Agreement filing = Form 3, within 30 days; (4) Section 12 certificate is "conclusive evidence" — this phrase is the examiner's favourite; (5) LLP comes into existence on the date stated in the Certificate (not the date of application).

✔ PRACTICAL NOTE: A common client question: "How long does LLP incorporation take?" With digital filing through MCA21, the process typically takes 5–10 working days from complete FiLLiP submission to Certificate issuance — faster than company incorporation due to lower regulatory scrutiny. However, delays in DPIN application or name reservation can extend this. Always obtain DPIN before beginning the FiLLiP filing.

Step/Form

Purpose/Timing

Step 1: DPIN

Designated partners obtain DPIN before filing

Step 2: Name (RUN-LLP)

Reserve name — must end in "LLP" or "Limited Liability Partnership"

Step 3: FiLLiP

Master incorporation form filed on MCA21

Form 16

Certificate of Incorporation — issued by Registrar — conclusive evidence (Section 12)

Form 3

LLP Agreement — filed within 30 days of incorporation

Form 9

Consent of designated partner — prior to appointment

Form 4

Change in partners/DPs — within 30 days of change

LLP commences

On date stated in Certificate of Incorporation