LLP Fillip Form

FiLLiP (Form for Incorporation of Limited Liability Partnership) is an online application form that simplifies the incorporation process for LLPs under the LLP Act 2008. It combines name reservation and incorporation into a single form, enabling electronic document submission. FiLLiP also streamlines obtaining the Designated Partner Identification Number (DPIN) and Digital Signature Certificate (DSC) for the proposed LLP partners.

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.

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.

Why Register LLP Under MCA?

LLP is a separate legal entity from the partners. Every partner would sue the other for the condition which evolves. It has an uninterrupted existence that follows perpetual succession that is the partners may leave, however, the business stays. The term of the dissolution needs to be mutually agreed towards the company to dissolve
Transferring the ownership of LLP is indeed easier. An individual would quickly be shown in as a designated partner and the ownership transferred to them
LLPs that pose a capital amount of lower than 25 lakhs along with a turnover of less than 40 lakhs per year would not need any formal audits. The same build the registering as LLP advantageous towards the small businesses and startups
An LLP has partners, who own and handle the business. The same varies from a private limited company whose directors might be different from shareholders. For this cause, VCs would not invest in the LLP framework
LLP would own or take upon the property this is because it is considered as a juristic individual. The partners of LLP would not avail the property as theirs

Steps to Incorporate LLP

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.
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.

Format of a FiLLiP

Name Reservation Section: In case LLP name is already approved through RUN-LLP webform, the user is required to mention the SRN of such approved form and validate the same with required details. Alternatively, you can also mention the proposed name in this section.
Incorporation Details: This section is mandatory in case the LLP is already registered and the form is for conversion of LLP into another business entity.
Details of business activity carried out by LLP on incorporation: It is especially required if the name reservation is also carried out through the FiLLiP. You need to provide details like the main industry or sector in which an LLP operates classified by a 5-digit NIC Code, a detailed description of the main division of industrial activity selected, etc.
Particulars of Proposed Partners: The total no. of designated Partners (DPs) and Partners with or without DIN and their particulars like identity and address proofs.
Total monetary value of contribution by partners in the LLP: Information regarding total contribution by all Partners/DPs i.e., the sum of contributions by all designated partners/partners.
Attachments: This is where you provide relevant attachments like copy of regulatory approvals, Consent of the Partners (Form 9) and identity and address proofs.

Filling FiLLip Form Under MCA for Online Registering an LLP

Step 1: Login at MCA V3 portal with user name and password using this link

Step 2: Select form “FiLLip Incorporation of LLP” from the list as shown below:

Step 3: Fill the form and proceed to Form 9 (Consent to Act as Designated Partner)

Step 4: Proceed to Form 17 (optional); Proceed to Form 18 (optional)

Step 5: SRN will be generated on successful submission of the form.

Step 6: Download the form and affix DSC.

Easy Uploading the MCA Form on Govt Portal

The last process is to upload the FiLLIp on the MCA portal. After successful generation of SRN on submission of form, an option to upload such form should be reflected on My Application in “Pending for Action” Tab. Users can click on the upload form and upload the DSC affixed PDF and proceed for payment. Please ensure that the form post affixing all the Digital Signatures is less than 6 MB.After successful generation of SRN on submission of form, an option to upload such form should be reflected on My Application in “Pending for Action” Tab. Users can click on the upload form and upload the DSC affixed PDF and proceed for payment.

Save SRN Number & Execute Payment

Once the form needs to submit, you would be automatically redirected to make the payment. Once the payment has been made a challan would be generated including the Service Request Number(SRN). Store challan as you would require it for future references.

As the form is authorized via a related official of the Ministry then you would obtain an email concerned with that and the status of the form would be amended to Approved.

Filing the LLP Agreement Under MCA

Once the form has been approved, an incorporation certificate would be provided. An LLP agreement would be required to be provided within 30 days of the incorporation of LLP.

LLP agreement regulates the common rights and responsibilities of the partners and also governs the LLP and its partners.

LLP agreement should be filed in Form 3 online on the MCA Portal
In 30 days of the incorporation date, Form 3 for the LLP agreement needs to be filed
LLP agreements should be printed on stamp paper. Towards every state, the value of stamp paper varies each other

An LLP agreement would require to provide within 30 days of the start of the LLP.

Documents Required

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

Laws governing the e-form FiLLiP

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.

FAQs

Is DSC mandatory during the FiLLiP application process?

A valid DSC from certified authorities is mandatory to proceed further in the LLP Registration process.

How long does it take to process FiLLiP?

The processing time can vary anywhere from 7-10 business days, but once the Registrar of Companies (RoC) approves the documents, the Certificate of Incorporation is issued, signaling the official formation of the LLP