LLP Registration in Kolkata

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LLP Registration in Kolkata


LLP company registration in Kolkata is a popular choice for entrepreneurs and professionals looking to start a business with limited liability protection. LLPs combine the benefits of a traditional partnership and a corporation, offering limited liability to partners while allowing flexibility in management and taxation.

To register an Limited Liability Partnership in Kolkata, partners must file the necessary documents with the Registrar of Companies (RoC) and comply with the LLP Act, 2008. The process involves obtaining a Digital Signature Certificate (DSC), Director Identification Number (DIN), and registering the LLP agreement. LLP registration promotes transparency, accountability, and ease of doing business, making it an attractive option for small and medium-sized enterprises (SMEs) and professional service providers seeking a structured business entity with limited personal liability.

What is LLP Registration?


LLP registration, also known as Limited Liability Partnership registration, is the formal procedure for establishing a distinct legal entity where partners enjoy limited liability protection. This implies that personal assets of partners remain separate from the LLP's liabilities, shielding individual finances. The LLP registration process in Kolkata involves complying with the LLP Act, 2008, and submitting requisite documents to the Registrar of Companies (RoC). LLP registration offers a structured legal framework for business operations and is favored by professionals like Deepika Rathore & Associates, startups, and small businesses, though LLP registration fees in Kolkata may vary.

Eligibility and Requirements For
LLP Registration in Kolkata


1

Registered Office in Kolkata

2

Minimum 2 Designated Partners with atleast one Indian Resident

3

LLP agreement

4

DSC for 1 Designated Partner

5

Designated Partner Identification Number (DPIN) for all Partners

6

Unique Proposed Name

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Benefits/Advantages of
LLP Registration in Kolkata


LLP company registration in Kolkata offers several benefits and advantages, making it a preferred choice for many businesses and professionals:

Seperate Legal Entity

An LLP is considered a distinct legal entity from its partners. It can own property, enter into contracts, and sue or be sued in its name.

Limited Liability

Partners' personal assets are protected from the debts and liabilities of the LLP. This means that individual partners are not personally responsible for the LLP's financial obligations.

Flexibility in Management

LLPs allow partners to manage the business as per their agreed terms, providing flexibility in decision-making and management structure.

No Minimum Capital Requirement

Unlike some other business structures, there is no mandatory minimum capital requirement for LLPs, making it accessible to startups and small businesses.

Ease of Compliance

LLPs have fewer compliance requirements compared to companies, reducing the administrative burden. Annual filings are less complex

Foreign Investment

LLPs can attract foreign investment under the automatic route in various sectors, subject to certain conditions

Ease of Transfer

Transferring ownership or adding new partners is relatively straightforward and does not require a complex process

Greater Credibility

An LLP structure can enhance the credibility of a business, particularly in professional services, where clients often prefer dealing with LLPs over traditional partnerships.

Required
LLP Registration Documents in Kolkata


The following LLP registration documents in Kolkata are required:

For each Partners / Designated Partners


    Passport Size Photograph

    PAN Card *

    Aadhar Card *

    Voter ID/ Passport/ Driving License *

    Telephone /Electricity Bill/ Bank A/c Statement (Not older than 2 Months) *

Additional Requirements For Foreign Nationals :


    Passport *

    Proof of Address *

    Documents should be notarized or consularized or apostilled

For Address Proof of new LLP:


    Telephone /Electricity Bill/(Not older than 2 Months) *

    Tittle/Sale - Owned Property

    Rent Agreement - Rented Property

    NOC - Rented Property


* Self-attested

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Steps for
LLP Registration Process in Kolkata


Name Approval

The LLP-RUN (Limited Liability Partnership-Reserve Unique Name) application is submitted to reserve the name for the upcoming LLP, and it undergoes processing at the Central Registration Centre under Non-STP (Non-Simplified Proforma). However, before entering the name in the application, it is advisable to utilize the free name search feature available on the MCA portal.

This system generates a list of names that closely resemble existing companies, LLPs, or other criteria specified in your search. This aids in selecting a name that is distinct from existing entities. The registrar will grant approval only if the name is deemed acceptable by the Central Government and does not resemble any pre-existing partnership firm, LLP, body corporate, or trademark.

Form 1 must be accompanied by the prescribed LLP Registration fees in Kolkata which the registrar may either approve or reject. In case of any deficiencies, a resubmission can be made within 15 days. You have the option to propose two names for the LLP.

Obtain DSC (Digital Signature)

Prior to commencing the registration procedure, it's imperative to secure digital signatures for the designated partners of the prospective LLP.

This is crucial because all LLP documentation is submitted for online llp registration in Kolkata and mandates digital authentication. As such, designated partners are obligated to procure their digital signature certificates through government-recognized certifying agencies.

Apply for DIN (Director Identification Number)

To facilitate the process, it's essential to request the Director Identification Number (DIN) for all designated partners, or those aspiring to take on this role within the anticipated LLP.

This DIN allotment is initiated by completing Form DIR-3. Accompanying this application, scanned copies of essential documents, typically Aadhaar and PAN cards, need to be submitted with the form

Documents Preparations and Filling of Forms

The form used for the registration of your LLP is FiLLiP (Form for incorporation of Limited Liability Partnership), which is to be submitted to the Registrar vested with authority over the state where your LLP's registered office is based. This form is designed as an integrated solution.

The requisite LLP Registration fees in Kolkata, must be duly remitted. Furthermore, FiLLiP also provides for applying for allotment of DPIN (Designated Partner Identification Number) if an individual, set to assume a designated partner role, lacks a DPIN or DIN.

It's important to note that the application for DPIN allotment is permitted for up to two individuals only. Additionally, FiLLiP can be utilized for the name reservation application. In case the proposed name is granted approval, this sanctioned and reserved name can be seamlessly incorporated as the LLP's official name.

Getting Incorporation Certificate with PAN and TAN

Within 7 days of completing all the required paperwork and having them confirmed by the Registrar of Companies (ROC), you will obtain a Certificate of Incorporation.

The procedure of registering your LLP comes to an end with this certificate of incorporation, which will serve as a birth certificate. Name, registered address, and a Limited Liability Partnership Identity Number (LLPIN) recognized by the MCA will all be included in the certificate of incorporation along with PAN and TAN Number

File Limited Liability Partnership (LLP) Agreement

The LLP agreement serves as the compass that navigates the relations between partners and outlines the interactions between the LLP itself and its partners.

To formalize this essential document, it must be submitted for online llp registration in Kolkata via Form 3 on the MCA Portal. It's important to adhere to the 30-day window from the date of incorporation for filing Form 3.

Additionally, remember that the LLP Agreement needs to be documented on Stamp Paper, with the specific value of the Stamp Paper varying depending on the state in which the LLP is registered. Each state has its own prescribed rate for stamp duty, so it's crucial to verify the applicable rate in your state of registration.

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Frequently Asked Questions

Is LLP registration mandatory?

Absolutely, registration of an LLP on the Ministry of Corporate Affairs (MCA) portal is a compulsory requirement. To attain legal legitimacy, an LLP must undergo registration under the provisions of the Limited Liability Partnership (LLP) Act.

What is the difference between LLP and a Partnership Firm?

While registering under the LLP Act is mandatory for the operation of an LLP, partnership firms have the option of voluntary registration under the Partnership Act, 1932. The distinction in liability is significant: in an LLP, a partner's liability is restricted to their contribution, whereas in a partnership firm, all partners assume personal liability for the firm's losses and debts.Furthermore, an LLP enjoys a distinct legal entity status, enabling it to engage in property transactions and pursue legal actions in its own name. In contrast, partnership firms lack this legal separation and must conduct property transactions and legal proceedings in the name of an authorized partner, as they lack a separate legal entity."

Does LLP require MoA and AoA?

No, it's important to distinguish that the Memorandum of Association (MOA) and Articles of Association (AOA) are essential documents for companies registered under the Companies Act, 2013. In the case of an LLP, the governing document is the LLP Agreement, not the MOA and AOA. Therefore, an LLP is not required to draft the MOA and AOA; instead, it must focus on creating and formalizing its specific LLP Agreement.

Should directors be appointed to an LLP?

No, directors should not be appointed to an LLP (Limited Liability Partnership). Unlike a company, which typically has directors who oversee its operations and make key decisions, an LLP is managed by its partners. Partners in an LLP collectively govern the business, and they are responsible for decision-making and day-to-day operations. LLPs do not have a board of directors or the concept of appointing directors, as is the case with companies. Instead, the structure and management of an LLP are based on the terms and agreements outlined in the LLP Agreement, which is a contract among the partners.

What is DPIN?

Much like a Director Identification Number (DIN) for company directors, the Designated Partner Identification Number (DPIN) is a distinctive identifier issued by the MCA. While registering an LLP, DPINs can be acquired for individuals. Alternatively, individuals can also apply for DPIN separately if they intend to become designated partners in an existing LLP. This system ensures that designated partners in LLPs are recognized uniquely and aligns with the DIN system for company directors.

What is the eligibility to be appointed as a designated partner in an LLP?

Any individual partner within an LLP can readily assume the role of a designated partner by expressing their consent and aligning with the terms set forth in the LLP agreement. However, it's important to note that a body corporate is not eligible to serve as a designated partner. Furthermore, if the LLP agreement stipulates such a provision, it is entirely feasible for all partners to assume the position of designated partners within the LLP, granting flexibility to the arrangement.

Who can be partners in an LLP?

Any individual or body corporate can be a partner in an LLP. But persons of unsound mind, minors and an undischarged insolvent not eligible to be partners in an LLP.

How many designated partners are required in an LLP?

Each Limited Liability Partnership (LLP) is mandated to appoint a minimum of two designated partners, with the added requirement that at least one of these designated partners must hold Indian residency status. In cases where all partners within the LLP consist of body corporates, it becomes essential to designate at least two individual nominees from these body corporates to fulfill the role of designated partners. Notably, any partner within the LLP is eligible for appointment as a designated partner, provided that such a designation aligns with the provisions specified within the LLP agreement governing the partnership's structure and operations.

What if the partner’s number in an LLP reduces to one?

In the event if number of partners in an LLP reduces to just one, the sole partner is granted a six-month window to continue the LLP's business operations. However, If LLP remain with only one partner after this six-month period and that partner continues to operate the LLP's business, the single partner assume personal liability for the LLP's obligations. Additionally, it's important to note that if the number of partners in the LLP falls below two for an extended period of more than six months, the National Company Law Tribunal possesses the authority to initiate the winding-up process for the LLP.

Disclaimer:

The content offered herein is intended strictly for informational purposes. Your access to or utilization of the site or its materials does not establish an attorney-client relationship. The details and content presented on this site are not to be construed as legal or professional advice, and should not be used as a replacement for seeking legal counsel from a duly licensed attorney in your jurisdiction.