Procedure of LLP (Limited Liability Partnership) Formation

Step by step procedure of  LLP (Limited Liability Partnership) Formation, in India.

*** Updated as on February 23rd,2014 ***

What’s Updated? - MCA Circular on : Use of word ‘National’, ‘Bank’, ‘Exchange’, ‘Stock Exchange’ in the names of Companies or Limited Liability Partnerships (LLPs).  Refer General Circular No. 2/2014

Step 1: Apply for DIN 1

Apply for obtaining DIN (Director Identification Number) of proposed Designated Partners.

Need to attach following documents (self attested) by an applicant along with DIN1 Form:-

a)  1 passport size photograph in physical or a soft copy (in .JPEG format)

b)   Address Proof: Passport / Driving license having pin code / Election card. Or Electricity bill / Telephone bill / Bank statement certified by Bank Manager which should not be older than 2 months.

c)   Identity Proof: PAN Card (Mandatory field of DIN form)

d)   Email address of the applicant (Mandatory field of DIN form)

e)  Mobile Number (Mandatory field of DIN form)

f)  Annexure DIN1 (Verification of an applicant) to be signed by an applicant

In case of Foreign Partner / NRI, the Passport copy is mandatory requirement as a proof of identity. The address proof should not be older than 1 year from the date of filing of the  eForm. The Passport copy and address proof should be notarized by the Consulate of the Indian Embassy, Foreign public notary or Company secretary in full time employment / CEO / Managing director of the Indian company in which he / she proposed to be a director.


Need to apply for Digital Signature Certificate of 2 Designated Partners. Need to attach documents (Identity Proof and Address Proof) with DSC application form same as mentioned for DIN 1. An applicant is required to affix photo and sign across the photo on DSC application form and on 2nd page.

In case of a Foreign Partner / NRI, the Passport copy and address proof should be notarized by the Consulate of the Indian Embassy, Foreign public notary or Company secretary in full time employment / CEO / Managing director of the Indian company in which he / she proposed to be a director.


Need to file e-Form 1 with for name availability. The applicant also need to give 5/6 proposed names in preference along with their meaning and significance of each word.

Refer Name Availability Guidelines issued by MCA.


After this, Form 1 shall be checked by the Government (Registrar of Companies) in detail and may suggest some changes to be made in the attachments or form itself. Need to make necessary changes, if any.


After Form 1 is approved by the Government (Registrar of Companies), the next step is to file Incorporation Document & Subscription Statement in E-Form2.


1) Address Proof (Electricity/Telephone/Property Tax Bill) of not older than 2 months self attested by one of the partners.

2) Incorporation Document & Subscription Statement (signed by each Designated Partner and witnessed by Professional).


After verification by government (ROC) and satisfied by it, it shall send soft copy of Certificate of Incorporation via email in Form 16 and physical Certificate of Incorporation by post.


Need to draft LLP agreement duly printed on  Stamp Paper and signed by each Designated Partner with the signatures of two witnesses. Note : The stamp duty applicable for agreement will vary from State to State depending upon the total contribution of LLP.


Need to file following e-forms with the Government simultaneously within 30 days from the date of receipt of Certificate of Incorporation.

a)      Form 3- LLP Agreement

As per updated ROC Procedure,  no need to file Form 4 for appointment of same partners mentioned in Form 2. Refer the **Note** at the end for more details.


After verification by the Government and satisfied by it, it approves LLP Agreement. This is the last step of LLP Incorporation. The Company can start it’s business now onward.

**Note** : Any existing Limited Liability Partnership (LLP) will need to file the particulars of designated partners/ partners with the registrar at the time of their appointment along with any subsequent changes in the particulars of partner(s) thereafter. eForm 4 is required to be filed for appointment of new Partners and/ or cessation/change in designation of existing partner/ designated partner. No need to file Form 4 for appointment of same partners mentioned in Form 2. The change in the particulars of designated partner or partner having DIN shall be updated in the system through eForm DIN 4 and LLP shall file an intimation thereof in this form.

If this article has helped you in any way, i would appreciate if you could share/like it or leave a comment. Thank you for visiting my blog.

Legal Disclaimer:
The information / articles & any replies to the comments on this blog are provided purely for informational and educational purposes only & are purely based on my understanding / knowledge. They do not constitute legal advice or legal opinions. The information / articles & any replies to the comments are intended but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as a legal advice or an indication of future results. Therefore, I can not take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented on this blog. You are advised not to act or rely on any information/article contained without first seeking the advice of a Practicing Professional.

212 thoughts on “Procedure of LLP (Limited Liability Partnership) Formation

  1. In case of incorporation LLP in form 1 name of designated partner should be the same for rest of the other forms too.

    Means if I gave X and Y name as designated partner in E-form 1 and A and B name in Form 2 and 3 and 18 will this be possible ?

  2. Dear Mam,
    We got name approval of LLP then we make Lease deed along with our sister concern (p’ship firm) with one co. for one premise.
    We put the same deed as a proof of Registered Address in Form-2 but ROC has asked for compliance of Sec-20 (as the deed is done before completion of incorporation.
    We replied for the same stating that we have made deed just for using the office address as registered office & not started any type of business. We have also provided NOC from owner of premise to use the office address. But they denied stating not satisfactory & requested for compounding of offence.
    Pl. advice whether to resubmit the form 2 again or any other way to escape from the penalty..
    I read that w.e.f. 25/12/12 a newly incorporating co can file Lease deed as a Registered address proof. Whether the same is also applicable to LLP ?
    Pl. Advice…

  3. Extremely informative blog Ma’am, It would be of great help if you could briefly explain about the procedure and related compliances for an LLP to take loan from any of its partners or from outside.

  4. Hi Madam,

    I really appreciate your hard work and patience in replying all the queries of people. Very good article on LLP, written in simple and lucid language. Thank you for your fine work.

  5. hello mam,
    please tell me the detail procedure of converting proprietorship into private limited company under companies act 2013.

  6. Madam, I have recently filed form 2 which was approved. In the said LLP there were three partners and their shareholding is 40 30 30 as per filed Form 2. However now they want to change the holding pattern to 33.33 each.

    My query is that is it I required to first registered/ file Form 3 with agreement with their holding as 40 30 30 and thereafter again need to enter fresh agreement with 33.33 holding each

    pl reply

    • While filing form 2 LLP you need to provide capital contribution. It cannot be changed while filing form 3 (i.e. LLP agreement). You can change profit sharin ratio but cannot change capital contribution ratio.
      hence, you will be required to file form 3 with LLP agreement with their holding as 40 30 30 and later on after approval of LLP 3 form 3, file supplementary agreement with 33.33 holding each.

  7. ma’am

    i am facing the following issue regarding the incorporation of llp ……please let me know solution of this….
    “”The llp resumit form-2 attach with subscriber sheet with consent but address proof attach voter id and not attach require utility bill passport etc.”””

    please suggest me .what exactly problem are ……and subscriber sheet and NOC will be make through stamp paper or simple paper ………

    • While submitting e-form 2 with Registrar, you need to attach consent letter of subscribers and subscription sheet, registered address proof of LLP.Otherwise the form will be sent for re submission due to incompleteness of attachments.

  8. Got CoI for my LLP and now need to file LLP agreement. Can you please tell me the stamp value for Uttar Pradesh for 1 Lakh contribution? Also, could you provide a draft agreement with 3 partners (all DPs)?


  9. Hello Minal
    I am Ragini planning for LLP registration for engineering services .I would like to know if in later stage of business can we start operation for the Product design and production on the same LLP registration certificate or do we need to do some ducumentations or follow procedural apsects when moving from services to product based operations?.

  10. Madam, In case of One LLP COI is recd. in Feb 14 but Form 3 not yet submitted as originally 3 partners(2 Designated & 1 Normal) but subsequently 2 additional persons intended to join so no LLP agreement was done. My query do we have to first file LLP agreement of Original 3 Partners & then admit new partners or since no Agreement is done by 3. Or can we do in first agreement only with 5 persons by modifying the originally filed subscribers list. kindly reply.

  11. Hi – I have to register my LLP agreement in Mumbai and have 2 questions –

    1) do I need to print the agreement on Stamp Paper-
    2) What is the stamp duty that I need to pay if my capital investment is INR 3,60,000


  12. Hi.

    I want to exit one of the partners from the llp.

    I had submitted form 3 & 4 for cessation of partner.

    And query was raised from the roc to resubmit the form 4.

    And now I m resubmitting the form 4 it is again asking to file form 3 before form 4.

    And when I m filing form 3, then error message is generated that this form is not required to be filed.

    kindly resolve the same.

    • Whenever there is any change in partner, every LLP should file Form 3 with supplementary LLP agreement and Form 4 for cessation of partner ( if there is any cessation) or consent of partners ( if there is any admission of partner). Form 3 and form 4 to be filed simultaneously. You shall be required to file form 3 and 4 together.

  13. Hi, I have filed Form-3 of a new LLP. I have mentioned the same business in Form-3 as in Form-2 which reads as ” TO DESIGN, DEVELOP…….AND IT RELATED SERVICES”. Same words are used in partnership deed also which reads as ” TO DESIGN, DEVELOP……..AND IT RELATED SERVICES OR ANY OTHER BUSINESS IN ANY OTHER MANNER AS DECIDED BY PARTNERS”. But I have received a query from ROC that the words ” TO DESIGN, DEVELOP………IT RELATED SERVICES” should be reproduced and other objects should be deleted signed by the DP/P. What correction I should do? Please help.

  14. I want to confirm the date of LLP agreement. Suppose a LLP is registered on 5th April. The agreement date should be 5th April only or it can be 6th or 7th April also. If it could be 6th or 7th also, please mention the relevant rule also. Because the bank is arguing that it should be only 5th April and not ready to open the bank account.

    • As per Rule 21(1) of LLP Rules 2009, every limited liability partnership shall file information with regard to the limited liability partnership agreement in Form 3 with the Registrar within thirty days of the date of incorporation alongwith the fee. If the registration date is 5th April, the agreement date can be 6th or 7th April. It is right that date of registration is 5th April, but as per LLP Rules, you can execute agreement on any day within 30 days.

  15. My partner is not active as she got married , Even LLP Agreement estamp is still pending.. i want to know what will be the best way to introduce new partner and i want to discuss some other issue.. can i get your email id?

  16. Hello Ms. Meenal,

    We found your answers very informative and helpful.

    We have got Incorporation certificate recently and we have completed the LLP agreement and printed on Stamp Paper and ready for attachment with Form -3. Is it necessary to put the Company Seal below the Signatures of Designated Partners on the last page of the LLP Agreement ? We have not made the Company Seal yet. We would like to get your expert opinion.

    Thanks & regds

  17. Hello Madam,

    Thank you for an insightful article.
    I want to register and ecommerce website.
    1) Is LLP registration for ecommerce site the same as described by you in the blog post or is there any additional registration.
    2) how many kinds of registrations are required?
    3) where do i submit the required document proofs with the forms,
    4) is there any lower limit on the investment declaration
    5) can i start llp at home or do i require a commercial place?

    Request you to answer all the queries as i have absolutely no idea of these procedures and requirements. i just don’t want to get caught for breach of law.

    • After formation of LLP, you should make application for PAN TAN, depending upon the nature of business , you may require to apply for VAT, service tax registration. For formation of LLP, you have to submit documents online to the concerned ROC office. LLP can be registered with minimum capital below Rs. 1 lakh as well. You can start LLP at home as well.





    • Yes that’s right, After 2012, the Government has stop issuing hard copy of certificate of incorporation for LLP and Private Limited company. They issue only soft copy which shall be considered as hard copy. If you need certificate signed by Registrar, then you will have to make application for certified true copy and then you will get it from ROC, if needed.

  20. For Striking off of LLP all the attachments required to Franked or stamp

    What is stamp duty or franking charges payable for LLP having contribution of Rs 1 Lakh for Striking Off

    • No, not all attachments require franking or payment of stamp duty. Only indemnity bond should be franked or stamp duty to be paid on it.
      For Rs. 1 lakh, capital contribution, the stamp duty would be Rs. 1000/-

  21. Dear Mam,

    I have submitted Form 2 for LLP incorporation. RoC has made a query to give NOC from the owner along with Form 32.

    Property is owned by the mother of one of the Designated Partner.

    I would like to ask you, what should be attached along with NOC in form 16 as mother have electricity bill, property tax bill but misplaced index-II.

    Do I also need to certify that the place visited by the CA/CS.

    Warm Regards

  22. Hi,
    I am in the process of registering a LLP firm, Which bank is supports this type of business?
    What type of Bank Accounts should be opened?
    What is required for opening an account?
    For Online business, which Accounts best supports credit card transaction?

    Meenal You should have an article on Banking Accounts for LLPs.

    Thanks and Great Article.

    • After formation of LLP, you should open Bank account in the name of LLP, which is normally a current account. For opening of bank account, you will have to submit Certificate of incorporation of LLP, Copy of LLP agreement, resolution for opening and operation of account, specimen signatures of two designated partners, copy of pan card of LLP. The current account also facilitates online transactions. Normally all nationalised banks or cooperative banks support this type of business, but i would advise you to visit the bank and then decide.

  23. Thanks Ma’am for such an Educative Article on LLP.
    I wanted to know when can a LLP start functioning its business?
    Can a LLP start its business on receipt of LLPIN without filing Form 3,etc?
    Are there any other requirements to be fulfilled before commencement of business activities?

  24. For closing LLP, you will need to file Form 24 with ROC along with the attachments mentioned in the form. Please refer the same format which are applicable for striking off the company name from Registrar.

  25. Madam,

    Got the LLP InCorporation Certificate on 3rd April 2013. Till now we not Uploaded Form 3 Agreement . What might be the penalty incurred till now…

    Please Advise


  26. I am a designated partner for an LLp. But due to dispute between myself and partner we have stopped carrying out any business 8 months back. Now i need to windup the LLP but the other partner is not at all coperating for the closure. Can i go ahead and wind up the LLP alone ?

  27. Hi, I appreciate your effort in keeping others updated with knowledge. Can you tell me whether
    1) HUF’s can be partner’s in LLP?
    2) if yes can they be designated partners and is it must for a individual to be designated partner only
    3) 1Individual & two HUF’s as pertners can they form LLP?

    Thank you in anticipation.

  28. I recieved my LLP COI on 28 Jan’14. However my CA had drafted and notarized the LLP Agreement on 11 dec’13. I would like to know I can file form 3 using this agreement or do I need to draft a new agreement.

  29. Hello There

    i would like to clear some of my doubts before registering software development company and consultant LLP.

    suppose we start a company and we havnt got any clients and seems to be like no business for the first three years . so do we need to run auditing .if the company hasnt done auditing for the first 3 years because of no business what will happen. does the company has to pay any fine.

    how much will it come for auditing. can the company able to do auditing or company need to fix someone for auditing like any registered auditors and how to show no returns letter with out auditing

    do we need to make separate license or any separate registration for consultant along with software development.[ software development and consultant LLP]. if its yes, how much will it come for that. does it need to renew every year

    i will be pleased if you could forward further and deep information. i am waiting for your reply

    thank you


    • If you are interested to form LLP, it is not mandatory to appoint Auditor. If LLP has not carried any business, it shall be required to file Form 8 and 11 every year before due dates. Otherwise there is heavy penalty for non compliance.

  30. Hi,
    Thanx for such a great help. I need help regarding filling of Form 3. I have received certificate of incorporation and I have made LLP agreement. Now during filling of Form 3 It is required to individually fill up All rights and duties and other clauses of LLP agreement. How we have to fill those clauses? It ll be really kind if you can provide me with Form 3 Filled Sample.

    • In form 3 you will have to mention all relevant clauses as per LLP agreement. I would advise you to specify only clause number and important explanation because there is little place to fit the whole clause.

  31. Hello,
    Please advise whats the approx time frame for entire process from step 1 to llp company being formed being done in Mumbai.

    • As far as my experience it would take 10 working days to get the approval after submission of each form. It would also depend upon the correctness of the documents as required to be filed with ROC Mumbai.

      • Thank you for feedback.
        I have given my application to my lawyer around 16th October 2013 but still i haven’t received Certificate of Incorporation.
        Its been almost 3 months and every time i ask him whats the reason of delay he says that it is central government procedure and not receiving feedback from them so its taking time. Is this true or we can assume the delay is from lawyer’s end.
        Your feedback and advise will be highly helpful.

        • In the normal circumstances, ROC takes 3 to 4 days maximum 7 days depending upon the work load to scrutiny the documents, e forms of incorporation. It should not happen because the you cannot incorporate the company beyond expiry of 60 days from the date of receipt of approval letter. If there is any delay from ROC, it would be better if you can personally check with ROC concerned person or you have to raise ticket and ROC will reply to you within 2 days. I would advise you to please get Service request number from the layer and all eforms which he has filed online and visit the ROC personally and also raise ticket.

  32. My client has received the Form 16 – LLP Incorporation certificate today after 3 months from the date of application. Now, the client’s business address has changed within the same state but in a neighbouring district. Will filing form 15 be enough or should the partners also make an application for change of address? If yes, what form should be used – DIN-1 again?

    • After obtaining certificate of incorporation (i.e. form 16) the partners have to execute LLP agreement and file with the Registrar of companies within 30 days from the date of receipt of certificate. I think you cannot change the business address during filing form 3 (LLP agreement), but you can specify different address which will be different from registered address of LLP in agreement.

  33. Dear Ms. Meenal,

    A sincere and nice effort! Congratulations. It is quite informative and educative.

  34. Hello, I have applied for Name reservation for LLP and got the same, but now i need to make changes in the capital structure and file a new name registration form, while doing so at the time of pre-scrutiny a msg like “the form is already been file” – need to know whether my form will be taken on record with this error unresolved, if not what should i do ?

  35. Excellent Blog. A quick question in LLP Incorporation. You state that we need not file Form 4 if the all the partners are included in Form 2 during incorporation. Could you please provide some reference on this – updated ROC procedure.

    • Earlier the partners had to provide Consent letters & attach those to the Form 4 but since June, 2011 the LLP website is migrated & new forms are in place, the partners have to provide consent letters along with Subscription sheet & attach those to Form 2 & not to Form 4 if it is related to incorporation. I hope this resolves your question.

      • Thanks, that answers my question. Can I bug you with just one more query. Form 18 and Form 2 were filed on 19/12/2013 and transaction status yesterday was “Resubmission Required.” On clicking that, the portal says “Kindly ask for Filing of Pending Forms. Form should be resubmitted by 25/01/2014 failing which the eForm shall be treated as invalid and shall not be taken on record. (Please refer Rule 36 of the Companies Regulation, 1956)” and that “Form18LLP and Form2LLP” have to be resubmitted. It gives no reason for this request. If I have made a mistake and if informed, I can correct the same. Calling MCA help desk, they ask me to call ROC, Chennai. Sent ROC Chennai a mail, but no response, and their board numbers – there is no response. If you can throw some light, it will be very helpful.

        • It would be advisable for you if you can contact ROC office and get it sorted out.

          • Dear Madam, Have received the LLP Incorporation Certificate and also filed Form 3. Our LLP basically invests in Shares of Listed Companies. LLP was created by converting an existing Pvt Ltd Co. Shares belonging to the Pvt Ltd Co were pledged with NBFC to raise funds ussing Loan Against Securities facility. We were informed that this is pledge and not creating a charge. We plan to do the do the same thing here with the LLP. Shares belonging to the LLP will be pledged with NBFC to raise funds. Please comment if this is still a pledge or will it called a charge. Do we need to file any new Forms because of the New Companys Act. Thanks.

          • This will be charge and you will have to register Charge by filing Loan agreement with ROC within 30 days from the date of creation of charge.

  36. this was very useful, but i have a query here.

    Is an office place necessary for LLP formation, if i dont have any working place what are the alternatives?

    could you please suggest?

    • While registration of LLP, you will have to file address proof of proposed LLP. You have to show office place either home address or work place. The place of business would also depend upon the nature of business.

      • Hello Ma’m,

        I recently registered an LLP at home address. Does it require a board to be put outside? Also, we recently registered for PAN and they refused to deliver it since we didn’t have a board outside. If we register a company at home address, then there is a problem of having to convert our Electricity connections to commercial. The minute we put a board outside, I’m sure, our EB guy would come in to convert it to a commercial connection. Is there any way around this?

  37. Dear Mam,

    We have filed Form 3. However the form has been marked for resubmission since 2 of the 3 partners are NRI’s.
    1) Form 9 has to be submitted by all the partners.
    2) Submit an acknowledgement of FIPB application for FDI approval with an undertaking that NRI will bring FDI only after prior approval of FIPB and compliance of FEMA/RBI directions.

    Kindly guide us about the procedure for FDI approval.



  38. This is very useful post for startups like me and persons who need information about llp like me. Thanks for such a great blog.
    I have registered a LLP Company recently, but i have doubts in assigning designations for me and my partner. Shall i use Terms like “Managing Director”, “CEO”, “Chairman” or simply “Director”. Is there any rules regarding using designations for a LLP Company? Because i am not interested in using designations just like “Partner”. Please Advice.

  39. Hello Madam,

    This is a very informative blog both for common man and also professionals. I would like to know that if there are only two partners in an LLP, is it possible that one partner be a “Sleeping Partner” and the other an active partner?

  40. One of my clients who is a Pvt.Ltd. Company wants to convert into an LLP. There are two Members who are the Directors of the Company. One of the Director is in default of filing Annual Return of another Pvt. Co. in which he is a Director. My question is whether the Director can be a designated partner of the Converted LLP. Because this is not a disqualification as per the LLP Act but will his DSC be accepted while filing forms for Conversion into LLP.

  41. Hi Madam,

    We have a plan to start a service business through online platform ( Website ). Customers will buy our service through the website by primarily paying the fees through online payment gateway ( netbanking etc ). Now my question is, can we form a LLP to operate this business ? Can a LLP sell a service / product via online gateway ?


    • Yes you can form LLP to start service business through online platform. If you need any help in registration of LLP please call me.

  42. Thank you for your informative post,
    I have started an LLP , but i am having trouble opening a bank account as no bankers know about this form of business. The Partnership letter that the banks give, have clauses regarding unlimited liability of the partners . They do not have a form for Limited liability . Really appreciate your help

    • Please show LLP certificate of incorporation to the bank. or else change the bank and open bank account where it will accept LLP registration.

  43. Hi.. I am forming an LLP to be registered in Madhya Pradesh. I want to know the amount of stamp duty to be paid for Rs. 100000/- contribution by partners and whether LLP Agreement will required notarisation or simply printing on Stamp paper will do.

    • I would advise you to check with local notary about the stamp duty required for LLP agreement. LLP agreement will not be required notarisation, simply printing on stamp papers will be sufficient.

  44. Excellent Blog. I propose to convert a 12 year old pvt ltd co to a LLP and the only reason is to avoid paying ddt and to share the reserves and surplus. Me, my mother and wife are the only share holders and directors. All ROC filings have been filed and are current. I would like to finish the conversion by Jan/Feb 2014. My query is as follows: a. Will we be issued new PAN. b. what would happen to advance tax paid on behalf of the Company. c. My guess is that I will be filing the IT and ROC return for YE 31/03/2014 for the LLP and not the Company. d. Since this is a conversion, will the Company become non-existent and the LLP come into existence on the same day. Thanks for your time.

    • a. After conversion from Private ltd to LLP, you will have to inform Income Tax authority to change the name(PAN will remain the same), b. even to Advance tax authority. c. if the conversion gets finished in the Financial year 2014, then ROC return for 31.03.2014 shall be filed for the company. After conversion, you will have to inform Registrar of Companies accordingly.

      • Thanks for the response. We have filed Form 18 and 2 yesterday. On receipt of Certificate of Incorporation, we will be filing Form 3 with the LLP Agreement. regarding my earlier query, NSDL informs me that a NEW PAN has to be applied for the LLP and they do not have any conversion procedure. Once Form 3 is accepted, I assume that the LLP has come alive. We will have to file Form 14 to inform the LLP regarding the conversion and this would close out the Company as far as the ROC is concerned.

        Regarding Income Tax, I am informed that I will have to file a return for the Company and another for the LLP on or before 31 October 2014 and account accordingly. All transactions till the LLP becomes fully functional, will be accounted in the Company and IT return filed with that data.

        Looking forward to your comments.

        • Yes after conversion from Private Limited to LLP, since the status of the the existing company would come to an end, new PAN card should be obtained and also you will have to file Income tax return, for Pvt and LLP.

  45. Hello,

    I had submitted papers for LLP in Jharkhand in the month of October. I got my DIN on 4th Nov. Could you please tell me how much more time is it likely to take before the entire process and when will i get the LLP documents including PAN

    • After obtaining DIN, you will have to get DSC, file name application, LLP agreement. The time to form LLP would depend upon how timely you will file document as and when required by ROC.

  46. We have formed and llp and filed form 2 with 2 partners (both designated partners, as per the requirements), and still awaiting for the incorporation document.

    a. What is the average time to get approval for form 2 (incorporation document)
    b. A friend of us is interested to join us as partner. Can we add him now (after receiving the incorporation document) and file form 3 agreement with 3 people as partners?

    • Normally it would take 7 working days for approval of form 2. It would also depend upon ROC to ROC and other pending works with them. It would be better if you can directly contact to ROC where you have applied. Regarding addition of 3rd partner, you cannot do so because in form 3, after inserting Certificate of incorporation number, the system will automatically get pre filled all the data ( like DIN, capital contribution, address of LLP) and you cannot add new partner at the time of filing form 3. You can do it after approval of form 3 by filing form 4 with ROC.

  47. There are 3 partners all are Designated Partners.
    2 are NRI (Indian Citizen, left India 2 years back for Job).

    I have few questions :
    1. Whether Subscriber Sheet and Agreement (Both or only Agreement) needs to be Attested by Indian Embassy in USA? If yes, is there any other alternative because its very difficult to get it attested?

    2. As Both the partners are contributing to the firm from Income earned by them in India. LLP will be an online portal providing platform to buyers & sellers. Do we need to get RBI approval or only Intimation is necessary?

    Thank you.

    • Answer to 1st question :- the subscriber sheet and agreement (both) should be attested by an Indian Embassy in USA/ notarised from Foreign public notary and apostile.

  48. do we have to apply for new PAN or just apply for correction in old PAN itselt if we are converting from pvt ltd co to LLP ?

  49. The LLP is formed converting existing partnership firm. The certificate of incorporation in prescribed form No. 19 is issued dt. 21/10/2013.
    Now, should i prepare LLP agreement in stamp paper of Rs 500 (Mumbai) since capital is Rs.50,000/- and it is located in Mumbai?
    What will be the commencement date since if i execute agreement on 28/10/2013, which date should i mention as commencement date in the agreement.
    I believe i cannot back date. Shall it be 21/10/13 or execution date 28/10/2013 or should it be 18/08/2013 i.e, original date of application for registration of LLP?

    Shall i file form 3 on or before 21/11/2013?

    Can i open bank account in the name of LLP after passing the resolution or do i have to wait upto approval of form 3 and agreement by registrar?

    Thanks in advance

    • Sorry for the delayed reply. After obtaining certificate of incorporation, you have to file form 3 immediately within 30 days from the date of agreement. If the execution date of LLP agreement is 28. 10.2013 then you will have to file form 3 on or before 27.11.2013.You will have to wait for approval of form 3 and then can open bank account.

  50. Nice blog.

    I would like to setup either a Limited Liability partnership firm or a Private company in Tamilnadu for the Software business.

    Could you please assist me? Thank you.

  51. Dear Madam,

    Is it possible for a NRI to become a designated partner of a llp. Assuming he brings in FDI but has a NRO account, will it be possible without prior approval from FIPB?

    • yes NRI can become a designated partner of a LLP but the other designated partner should be resident in India. Whether FIPB approval is required or not, will depend upon the nature of activity. You will have to see whether it is coming under automatic of approval route of FDI Policy

  52. Hi Mam if two share holders form 10 private limited companies is there any problem in their separate legal entity in respect of income tax and service tax. is service tax exempt up to 10 lakhs for each private limited co even though only two shareholders- directors register 10 pvt. ltd. companies to claim exemption from service tax?

    • If two shareholders form 10 private limited companies, each company is separate legal entity in respect of income tax and service tax. yes service tax is exempt up to 10 lakhs for each private limited company even though only two shareholders -directors register 10 private limited companies.

  53. Dear Mam,
    I am starting a Pre school in Jaipur with low capital investment , request your suggestion on below points :
    1. shall we start it with Proprietor firm and letter convert it in pvt ltd , what will be legal and taxation related liabilities if we d so in both the case (If Proprietor or if Pvt ltd)
    2. what all certificate requires to apply for school (TIN / VAT / PAN/ service tax etc)
    3. If school comes under service category then can I also do trading in same registered firm . kindly suggest.

    • If you would like to start pre school in Jaipur with low capital investment, you may start as a proprietorship initially. As far as Income tax is concerned, you will file Income tax return every year.

  54. Hi Mam,
    I would like to say thanks for such a helpful & informative blog.
    Mam i want to know consideration of residential status while forming pvt. ltd. firm.
    In last FY client status was NRI. This Year on July he returned back to india.Now if we want to form company hows his residential status will be considered.

    • The residential status of a person is decided as per Income Tax Act, 1961, ( I.T. Act) and Foreign Exchange Regulation Act, 1973. In the both cases, the concept of NRI is different. Under Income Tax Act, the residential status of a person is determined on the basis of number of days he stays in India whereas under FEMA, it is the intention of a person to be in India or outside India would be an important factor determining his residential status. He will be treated as non-resident if he stays in India in that year for less than 182 days. Hence i advise you to please refer definations under two Acts in detail and then determine his status.

  55. Hi – Should I notarize the LLP agreement (Both the directors are in India)? My counsel is saying that LLP agreement cant be notarized..

    Pls help me out …


  56. Is that necessary to file form 4 in the case of newly incorporated LLP

  57. Please advice……can property Documents and NOC from the partner is enough for showing address proof of registered office, as building in which registered office is to kept is new and no Electricity bill or Phone bill is available

    • Copy of Index II, electricity/telephone bill of place where the client wish to form company. The Registrar of Companies would accept copies of any of theses documents along with NOC from an owner.

  58. hello mem
    i can start a travel besd business but i have no regestred a firm & i have no bank account becouse a lot of proglem payment in hotel , rec the guest payment, plz sagest mem , regestration & open my company bank account

  59. Is it mandatory to have a office address for LLP formation as i want it to start a website. If not i would be keen on seeking your expert guidance for formation of LLP. Thanks in advance

    • For registration of LLP, it is mandatory to have office address because you will have to submit address proof of place where you would like to register LLP

  60. Form 2 is filed and incorporation certificate is received dated 3rd July 2013. Now the designated partners want to cancel/dissolve the LLP.
    Should Form 3 be filed first and then they can dissolve the LLP?
    What is the procedure to cancel/dissolve the LLP?

    • Form 3 is to be filed within 30 days from the date of receipt of certificate of incorporation. If the designated partners wish to cancel/ dissolve the LLP before filing form 3, they cannot do so because it is already incorporated.
      For dissolution they have to first of all file form 3 and go for dissolution / winding up. For details, refer LLP Act, 2008 and “ Limited Liability Partnership (Winding up and Dissolution) Rules, 2010.

  61. Mam
    Can u please tell me the procedure for closing LLP

  62. Very Informative Blog…thanks

  63. The best article I have come across for registration of LLP. Contains the entire procedure accurately.
    A query- Is there any provision for transfer of ownership to another person in the LLP Act? For eg: If a partner wants to sell his share of capital as well as profits and exit the business, how can he do so?

    • Thanks for the comment. The LLP Act and LLP Rules both are silent about provision for transfer of ownership to another person. You may provide the provision in the LLP agreement.

      • Section 42 of LLP Act, 2008 provides that a partner of an LLP can transfer his beneficial interest in an LLP to a third party but such transfer will not give right to third party to participate in the management of LLP or any access to LLP information neither it will result in disassociation of the transferring partner from the LLP nor the transferee of such interest would become a partner.

  64. in continuation of my question
    partnership firm is not registered under partnership act,1932
    question : i habe filled form 17 and form 2 also i will get certificate of incorporation?

  65. i am converting a partnership firm in to LLP
    i have uploaded form 17 and form 2,
    the LLP located at Mumbai, the firm was having a loss and was running for 1year and 3 months.
    question :it will take how many days for the roc department to give llpin no and after getting it i need to apply for the new pan no or change in the name only

    • While conversion of Partnership firm into LLP, e-form 17 shall be required to be filed with the Registrar as per Chapter XV of LLP Rules,2009 and as per Section 58 of LLP Act, 2008. Both LLP rules and LLP Act is silent on period of acceptance of form 17 and time it will take to issue the certificate.

  66. What if Form 3 is filed after 30 days of incorporation date?

    • As per 21(1) of LLP Rules, 2009, LLP shall be required to file information with regard to the LLP agreement in Form 3 with the Registrar within 30 days of date of incorporation along with fee. What is the cause & consequences are not specified in Rules. Regarding fine, if any, please check with RoC concerned or check the fees on LLP portal by mentioning the date of agreement as date of event.

      • Can Form 3 be filed after 30 days of incorporation? Is there any late fee applicable for Filing Form 3 after 30 days of incorporation?

        • I have replied it yesterday please check the answer.

          • I have an llp running a business of providing financial services and the partner has now turned to be an NRI.
            i have a doubt can a nri partner still be a partner of llp. are there any rbi rules which prohibits nri partner in case of the business of providing financial services ? please revert back asap

          • In LLP, NRI can become partner. There are no restrictions, but other partner should be resident in India. I don’t think it will prohibit NRI being a partner in LLP which is providing financial services.

  67. There is a specified format for subscriber sheet in Form 2. And it requires a Signature of a professional as witness. Does this professional has to provide his membership number, name stamp etc on this sheet?

    Can I have my home address as registered address and still have another office space rented as my actual place of work? If so, what are the legal requirements that have to be taken care?

    • Name, Address, occupation and membership number of professional in witness column of subscriber sheet would be sufficient without affixing stamp.
      you can register LLP by submitting address proof of home. If you have another office space on rental basis, please execute Lease agreement in the name of LLP after registration of LLP for office purpose. In that case home address would be registered address and other will be head office.

      • in continuation of earlier reply, you can also mention the another address for office purpose in the LLP agreement while registration process.

  68. Thank you mam I am grateful to you for your suggestions on LLP Formation through your suggestions all my queries have been resolved.

  69. The DIN Form 1 requests digital signing by CS/CA,etc.

    Instead of approaching a CS or CA cant I do it individually myself? Or is there any other alternative as I have been wanting to do the whole process by myself.

    • DIN 1 form should be digitally signed by CS/ CA/CWA who is in whole time practice as per DIN Rules. Without his/her signature you can not file DIN 1 form online.

  70. Hello,
    I have a couple of questions regarding LLP as I am thinking about registering one.

    1. I hear closing down the LLP legally can take a couple of years. Is it true?

    2. What if our annual turn over is below 10 lacks, do we have to audit every year even then?

    3. Lets say the business is not making any profit. Do I have to really close down the LLP or is there any issues or formalities involved if the LLP remains inactive for say like 2 or 3 years? I mean do I have to audit or anything like that?

    thanks for such a great article. Really appreciated!

    • 1. Yes. It will take around one year to close down LLP.
      2. If annual turnover is below Rs. 10 Lakh, audit for every year is not required.
      3. Even if there is no business transaction no profit, you have to comply annual filing. i.e. filing of form 11 and 8.

  71. Hi Meenal,

    I am planning to register for an LLP.

    While applying for DIN, it requests for practising Chartered Accountant to sign it.

    Since you are practising, will you be able to assist on this?
    Or will anyone sign the document for me?

    Also, we are planning to start an e-commerce website. I require assistance in the Government norms pertaining to it.

    Could you please assist me in the process? There are a few companies who do this process. But, I want to do it myself without going through agents. Your blog directs me perfectly on LLP process. I need information on some more aspects.

    Please help me on this.


    • Yes, being Practising Company Secretary I can certify form DIN 1. There are couple of questions which need to be discussed. Please call me.

  72. What would be the approx. total cost of registration of the LLP including the govt. fees & agreements?
    Could you please provide a brief break-up of the cost?

    • Cost of LLP formation differs from case to case. There are different factors which needs to be considered.
      All the details needs to be discussed before finalizing the quote hence please call me. Thanks.

  73. Hi Minal,
    I have registered LLP company and form 1, 2 is approved.

    total investment is 25,000 Rs only
    After uploading Form 3, i got question on it to prepare agreement and pay stamp duty on it

    Can you please tell me how can i prepare it and how shall i pay (amount and online or other) stamp duty on it?

    Thank you

    • After approval of e-form 2, you must have received Incorporation certificate. Form 3 ( LLP agreement) shall be required to be filed with Registrar Of Companies within 30 days from the date of issue of certificate. You shall be required to execute LLP agreement on stamp paper. The amount of stamp duty to be paid on execution of LLP agreement will be based on place where it is to be executed. It varies from state to state. Since you have not mentioned in which state you are executing LLP agreement i cannot tell you amount of stamp duty. Yes, Stamp duty to be paid by way of purchasing adhesive stamp paper and not online. Suppose you are executing LLP agreement in Maharashtra, the stamp duty on LLP agreement shall be Rs. 500/- as per Bombay Stamp Act.

  74. A) For LLP, can Partners be added later on as the Business Grows?

    B) Can the Partnership Agreement be amended later on for various purposes?

    • Yes, Partners can be added later on as business grows. Yes, Partnership agreement needs to be amended for various purpose like admission of new partner/ removal of existing partner, change in capital contribution, shifting of registered office.

  75. Dear madam

    #1 Can foreign company be partner in LLP in addition to 2 Indian partners?
    #2 How can foreign company take back profit earned from india to it’s native company?
    #3 Are there any tax to be paid over it in India or does it pay in home country?


    • 1. Yes Foreign company be partner in LLP in addition to 2 Indian partners. The couple of questions require consultancy. Please call me.

  76. What is the convenient way to pay stamp duty of Rs. 5000 in Maharashtra for the LLP agreement
    1) Stamp Paper
    2) Franking

  77. To apply for a DIN we need a digital signature and to apply for the Digital signature we need a DIN. Does that mean for first I need to get a professional CA to provide me with his DS so that I can get a DIN #??

    • Yes , first of all DIN 1 to be certified by CS/CA/CWA (in whole time practice). You can apply for DSC simultaneously.
      Form DIN 1 should be certified by Company Secretary or Chartered Accountant or Cost Accountant (those are in Whole time practice).In case eForm is signed by Chartered Accountant (in whole time practice) or Cost Accountant (in whole time practice) or Company Secretary (in whole time practice) Select whether he/ she is an associate or fellow.In case the professional is a chartered accountant (in whole-time practice) or cost accountant (in whole time practice), enter the membership number. In case the practicing professional is a company secretary (in whole-time practice), enter the certificate of practice number. and enter his/her membership number.

      In case eForm is signed by secretary (who is member of ICSI), in whole-time employment, of existing company in which the applicant is proposed to be a director Enter Membership number of the secretary in whole-time employment of existing company. Enter Corporate Identity Number (CIN) of the company of such secretary. Status of the CIN should be ‘Active’. You can find the CIN by entering the existing registration number of the company in the ‘Find CIN/GLN’
      service at the portal (

  78. Application has been made for name approval of LLP. 2nd preference name has been approved instead of the first preferred name. Can objection be raised for allotment of the 1st preference name?

    • Once Form 1 of LLP has been filed with few proposed names with preference, the Registrar of Companies has final authority to select the suitable name. Objection can not be raised for allotment of 1st preference name once ROC selected 2nd preference name.

  79. What is the difference between Designated partner and partner in a LLP?
    Please clarify the doubt…

    • Designated Partner means first partners of LLP like promoter of the firm. They are working partners. Whereas partner are non working partners like sleeping partners. Duties, rights and powers of Designated partners are more than partners for. e.g. signing LLP e-forms, statement of accounts, annual return, signing authority on cheques, demand drafts and all other necessary documents of LLP. Designated partners should have digital signature certificate.

    • Designated Partner means first partners of LLP like promoter of the firm. They are working partners. Whereas partner are non working partners like sleeping partners. Duties, rights and powers of Designated partners are more than partners for. e.g. signing LLP e-forms, statement of accounts, annual return, signing authority on cheques, demand drafts and all other necessary documents of LLP. Designated partners should have digital signature certificate.

  80. Very informative blog! Thank you. I wanted to know that in case we want to convert a sole proprietorship concern into an LLP, how do you go about transferring the assets of the sole proprietorship to the LLP? Does this need to be shown as contribution of the partner and mentioned in the LLP agreement?

    • While converting a sole proprietorship concern into an LLP, assets and liabilities of proprietorship shall be taken over by LLP and this clause shall be mentioned in LLP agreement. The assets and liabilities of proprietor shall be treated as capital contribution.

  81. Hi Meenal,

    Thanks for writing such an educative blog. I have few queries.

    1) What is the procedure for obtaining Digital Signature?

    2) If one of the partners is abroad, can the LLP be registered without his physical presence in India?

    3) Is it necessary to register the LLP in the same state in which the registered office would be?

    4) Tentatively how much time does it take for creation, registration and commencement of business by the LLP?

    Thanks & Regards,

    • 1) You have to fill up DSC application form ( with e-token or without e-token) and obtain DSC
      2) If one of the partners is in abroad, he can send notarised documents which are necessary for LLP formation.
      3) yes, it is necessary to register the LLP in the same state in which the registered office would be.
      4) Normally with two Indian partners, it would take 20 days to incorporate LLP depending upon documents submitted with Registrar of Companies. If any foreign national or NRI will be partner, it would depend upon the facts of the case.

  82. Mam,
    Director of the company means the owner of company.More than 2 person may be director at any company (p)LTd.

    • No. Director of the company does not mean owner of the company. Director acts as officer of the company which means that he is employed by the company to run it. For. e.g. to enter into contract on behalf of company with clients, customers, suppliers, banks, lenders, vendors etc. His duties and powers are decided in the Articles of Association of the company. The shareholders are the owners of the company. Often, with small /start up companies, or medium size company, directors and shareholders can be same persons.
      Regarding second question, more than 2 person may be director at any private limited company. As per Articles of Association of Private Limited company, the number of directors shall not be less than two and shall not be more than twelve.


  84. Hi Mam
    Thank you for providing such an information.
    I still have query regarding stamp duty on LLP agreement.
    Is LLP agreement same as instrument of partnership ?
    If yes then the stamp duty on instrument of partnership is 500 in Maharashtra so for LLP it would be same if i am not wrong.

    Just require clarification about stamp duty on agreement in Maharashtra.

    Thanks a lot…………

    • Hi,

      LLP agreement is not same as instrument of partnership.
      But the stamp duty on LLP agreement and on Partnership agreement is same.

  85. madam, your blog is very informative.

  86. Hi Meenal,
    Is digital signature mandatory by professional to file FORM 2?
    And what are Incorporation Document and Subscription Statement. Please post a format. Thanks

    • Yes, it is mandatory to attach DSC of professional to Form 2. You can get format of incorporation document and subscription statement in the form-2 itself (see Paragraph 15 of Form 2)
      Starting with the words:- “We, the several partners whose names are subscribed below, are desirous of being formed into a LLP for carrying on a lawful business with a view to earn profit and have entered or agreed to enter into a LLP agreement in writing.”
      Subscription sheet including consent to become Designated Partner/ Partner to be attached to form 2. You can get Consent format from Form 4.

      • Hi Meenal,

        There is no Subscription Statement (paragraph 15) as you have mentioned. Kindly provide further details.

        How much is the stamp fee for registering LLP in Hyderabad, Andhra Pradesh. And how it needs to be paid (online or buying stamp. If stamp what is the value). Thanks.

        • The format of Subscription statement is mentioned in e-form 2. The stamp duty is payable on LLP agreement as per the Stamp Act of the state in which it is to be executed. It varies from state to state and based upon amount of contribution.Where the capital contribution does not exceed Rs. 5000/- (Rupees Five Thousand), Stamp duty is Rs. 100 /- (Rupees One Hundred), in any other case it is Rs. 500/- (Rupees Five Hundred) as per Stamp (Andhra Pradesh Amendment) , Act 1922.

        • In continuation to earlier answer, the stamp duty shall be paid on instrument of LLP agreement by purchasing stamp paper.

  87. Very informative. One more doubt is whether is it obligatory to intimate to ROC in form 3 in case of any change in profit sharing ratio due to transfer of a part of the economic rights to another person not being a partner or D.partner,Please note that the intention is only to transfer Economic rights and not to make him a partner.

  88. Hi meenal,
    As per my understanding, LLP Can commence business on receipt of incorporation certificate. There is nothing in act, which stop from commencing business ?
    Request you to please confirm my understanding.

    • Thanks for your question.

      Once an applicant gets LLP certificate of incorporation, he/she has to submit LLP agreement along with e-Form 3 to the concerned RoC in which details of partners, their contributions are mentioned. Even though nothing is mentioned in the Act about commencement of business, as a procedure, only after approval of Form 3 one should start business. Also need to note that for starting any transaction, you need a PAN in the name of LLP firm. You will also require to submit the LLP agreement (approved by RoC) to the Bank for opening Current account.

      So in my opinion after approval of Form 3 one can commence business.

  89. I recommend the author to all those who need to know the procedures to be followed for incorporation of an LLP in India . Well superscribed.!!!!!


    • It is mandatory to take print out of LLP agreement on stamp paper. Whether on Rs. 100 or stamp paper valuing more, would change as per Stamp Act of particular state where LLP is being executed. e.g. in Maharashtra State, stamp duty is Rs. 100 for total contribution below Rs. 10000/- The stamp duty would also depend upon total contribution of LLP.

  91. Good ,informative article

  92. Is filing of form 3 is mandatory, if not filed what will be the consequence

    • As per sub-section (2) of section 23, every limited liability partnership shall file information with regard to the limited liability partnership agreement in Form 3 with the Registrar within thirty days of the date of incorporation alongwith the fee as provided in Annexure ‘A’ as per LLP Rules. It must be filed.

  93. Thanks for the valuable information presented in the Blog.
    As myself and my friends are in the process of setting up a business, can we register the Company by giving one of our permanent home address in the same city? This will help us to start operating from home initially and once we reach a defined scale, we can have separate office premises. Also this permanent home address is occupied by family.

    Your guidance will be highly appreciated. Thanks!!!

    • Yes, you can use your home address as registered office. Later on even if you get separate office, you can continue with registered office.

  94. very good sharing sir…….. can u pls tell it is same now also or there is any thing which is changed now for incorporating new LLP

    • There are no much changes in incorporation process of LLP

      • Dear Mam,

        Kindly guide me how to fill form 3 of LLP. Whether to fill all the conditions of LLP agreement in Sl No. 8 to 19 of Form 3 or only the clause no. alone is to be filled. Kindly mail me the filled model form 3 of LLP.



        • In form 3 of LLP, you shall be required to fill up all clauses in respective field which are mentioned in LLP agreement.

    • There is no changes in incorporating new LLP , only you will have to file DIR-3 for DIN application.

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