LLP is governed under the Limited Liability Partnership Act, 2008 and the
Limited Liability Partnership Rules, 2009.
For a LLP to be incorporated, 2
or more persons associated for carrying on lawful business with a view to
profit shall subscribe their names to an incorporation document.
The incorporation document shall
be filed in Form 2 with the
Registrar having jurisdiction over the State in which the registered office of
the limited liability partnership is to be situated alongwith the fee as
provided in Annexure ‘A’ of the Rules.
The incorporation document shall:
State the name of the LLP;
State the proposed business of
the LLP;
State the address of the
registered office of the LLP;
State the name and address of
each of the persons who are to be designated partners of the LLP on
incorporation;
Contain such other information as
may be prescribed.
In case of foreign nationals residing
outside India in countries signatory to the Hague Apostile Convention, 1961 and
seeking to register a LLP in India, their signatures and address on the
incorporation documents and proof of identity, where required, shall be
notarized before the notary of the country of their origin and be duly
apostillised in accordance with the said Hague Convention.
In the office of Registrar there
shall be maintained a Register of LLPs in which the names of LLPs shall be
entered in the order in which they are registered.
Every LLP so registered shall be
assigned a LLP identification number (LLPIN) in one consecutive series.
A LLP shall give an address for
service of documents within the jurisdiction of the Registrar where its
registered office is situate. Such address shall include the postal code and
e-mail address.
The LLP, may, in addition to the
registered office address, declare any other address as its address for service
of documents in the manner as laid down in the limited liability partnership
agreement. Where the limited liability partnership agreement does not provide
for such manner, consent of all partners shall be required for declaring any
other address as the address for service of documents.
The intimation of other address
for service of documents to LLP shall be given to the Registrar in Form 12, within thirty days of
complying with the requirements above along with the fee as mentioned in
Annexure ‘A’ of the Rules.
The LLP may change its registered
office from one place to another by following the procedure as laid down in the
limited liability partnership agreement. Where the limited liability
partnership agreement does not provide for such procedure, consent of all
partners shall be required for changing the place of registered office of the LLP
to another place.
A LLP may change its registered
office and file the notice of such change to the Registrar in Form 15, within 30 days of complying with the requirements above, along with
the fees as mentioned in Annexure ‘A’ of the Rules.
Where the change in place of
registered office is from one state to another state, the LLP shall publish a
general notice, not less than 21 days
before filing any notice with Registrar, in a daily newspaper published in
English and in the principal language of the district in which the registered office
of the LLP is situated and circulating in that district giving notice of change
of registered office.
Where the change in registered
office is from one place to another, where the Registrar within whose
jurisdiction the office falls will change, the LLP will file the notice in Form
15 with the Registrar from where the LLP proposes to shift its office, with a
copy to the Registrar under whose jurisdiction the office is proposed to be
shifted.
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