Name of the LLP

An application for reservation of name with which the proposed LLP is to be registered shall be made to the Registrar
of Companies having jurisdiction where the registered office of the LLP is to be situated while keeping in mind the
following restrictions

1. Every limited liability partnership shall have either the words "limited liability partnership" or the acronym
‘LLP’ as the last words of its name.
2. The name chosen must not be undesirable in the opinion of the Central Government or a name which is
identical or too nearly resembles that of any other partnership firm, or LLP or body corporate or registered
trademark or trade mark the application of which is pending. The reason for this rule is that the reputation of
a company, LLP or partnership firm may be injured, if a new LLP adopts an allied name. (Sec. 15)

It is advisable that six names in order of priority should be submitted to afford flexibility to the Registrar.

Where the Registrar informs the applicant about reservation of name with which the LLP is to be registered, such
name shall be available for reservation for a period of three months from the date of intimation by the Registrar.

If through negligence or otherwise the LLP's name is wrongly registered by a name which, in the opinion of the
Central Government, is identical with the name of another existing LLP or body corporate or is undesirable, the
Central Government may direct such LLP to change the name and the LLP must comply with the said direction
within three months from the date of direction (Sec. 17).

According to section 19, an LLP may change its name voluntarily by filing with the Registrar a notice of such change in
such form as may be prescribed.

Once the name is chosen and the LLP is registered in that name, Section 21 requires that every LLP shall ensure that
its name, address of its registered office, registration number, and a statement that it is registered with limited
liability is mentioned on all its invoices, official correspondence and publications.

Incorporation Document (Sec. 11)

Two or more persons associated with carrying on a lawful business with a view to earn profit will be required to
subscribe their names to an 'incorporation document' for getting a Limited Liability Partnership incorporated.

The 'incorporation document' shall be filed in such manner and with such fees, as may be prescribed, with the
Registrar of Companies of the State in which the registered office of the LLP is to be situated. Note that an LLP cannot
be formed for charitable or non-profit-making activities.

A statement in the prescribed form shall be filed with the incorporation document stating that all the requirements
of the LLP Act and the rules made thereunder precedent to incorporation have been complied with. The 'statement'
must be signed by either an advocate or a Company Secretary or a Chartered Accountant or a Cost Accountant, who
is engaged in the formation of the LLP and by anyone who subscribed his name to the incorporation document.

It may be noted that the 'Incorporation Document' is a public document and it is open to public inspection in the
office of Registrar on payment of prescribed fee (Sec. 36).

The 'incorporation document shall be in a form as prescribed in LLP Rules, 2009. It shall contain information
regarding the following matters as given under Sec. 11(2):

1. The name of the Limited Liability Partnership.

2. The proposed business of Limited Liability Partnership.
3. The address of the registered office of the LLP
4. The name and address of each of the persons who are to be partners of the LLP on incorporation.
5. The name and address of the persons who are to be designated partners of the LLP on incorporation. Such
other information concerning the proposed LLP as may be prescribed

Penalty: Section 11(3) lays down the punishment for a person making the statement about compliance of the LLP Act
referred to above either knowing it to be false or not believing in its being true with a fine of not less than 10,000 but
which may extend to 25 lakh and also for imprisonment for a term which may extend to two years.
Incorporation or Registration (Sec. 12): The Registrar of Companies (ROC) will scrutinize whether the 'incorporation
document and other papers (referred to above) presented to him satisfy the requirements of the Act and if they are
in order, he will register the Limited Liability Partnership within a period of 14 days from the date of presentation. On
registration the RoC shall issue a ‘Certificate of Incorporation’ signed by him and authenticated by his official seal
stating therein that the LLP is incorporated by the name specified in the incorporation document. The Certificate is
the LLP's 'birth Certificate. The Registrar shall enter the LLP's name in the Register of LLPs' statutorily maintained by
him and shall assign an LLP Identification Number (LLPIN) to the LLP.
 ONLINE REGISTRATION OF LLP

Online registration of LLP on MCA portal has been provided by the Limited Liability Partnership (Second Amendment)
Rules, 2018. These Rules have come into force with effect from the 2nd October, 2018,

To register an Indian ILP the first requirement is to apply for a Designated Partner Identification Number (DPIN),
which can be done by filing eForm for acquiring the DIN or DPIN. After this, one would need to acquire the Digital
Signature Certificate and register the same on the portal. Thereafter, one needs to get the LLP name approved by the
Ministry. Once the LLP name is approved, they can register the LLP by filing the incorporation form

Step 1: Application for DIN or DPIN

All designated partners of the proposed LLP shall obtain "Designated Partner Identification Number (DPIN)" You need
to file eform DIR-3 in order to obtain DIN or DPIN. In case you already have a DIN (Director Identification Number),
the same can be used as a DPIN

This form also provides for applying for allotment of DPIN, if an individ who is to be appointed as a designated
partner does not have a DPIN or DIN. The application for allotment shall be allowed to be made by two individuals
only The application for reservation may be made through FILLIP too, If the name that is applied for is approved,
then this approved and reserved name shall be filled as the proposed name of the LLP

Step 2: Acquire/Register DSC

The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in
electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the only
secure and authentic way that a document can be submitted electronically. As such, all filings done by the LLP(s) are
required to be filed with the use of Digital Signatures by the person authorised to sign the documents. Acquire DSC-A
licensed Certifying Authority (CA) issues the digital signature.

Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under
Section 24 of the Indian IT-Act 2000. Register DSC Role check can be performed only after the signatories have
registered their Digital signature certificates (DSC) with LLP application.

Step 3: New User Registration

To file an eForm or to avail any paid service on LLP portal, you are first required to register yourself as a user in the
relevant user category, such as registered and business user.

Step 4: Reservation of Name

LLP-RUN (Limited Liability Partnership-Reserve Unique Name) is filed for the reservation of the name of the proposed
LLP which shall be processed by the Central Registration Centre under Non-STP. But before quoting the name in the
form, it is recommended that you use the free name search facility on MCA portal.

The system will provide the list of closely resembling names of existing companies/LLPs based on the search criteria
filled up. This will help you in choosing names not similar to already existing names. The Registrar will approve the
name only if the name is not undesirable in the opinion of the Central Government and does resemble any existing
partnership firm or an LLP or a body corporate or a trademark.

The form RUN-LLP has to be accompanied by fees as per Annexure 'A' which may be either approved/rejected by the
registrar. A re-submission of the form shall be allowed to be made within 15 days for rectifying the defects. There is a
provision to provide for 2 proposed names of the LLP.

Step 5: Incorporate a LLP

The form used for incorporation is FILLIP(Form for incorporation of Limited Liability Partnership) which shall be filed
with the Registrar who has jurisdiction over the state in which the registered office of the LLP is situated. The form
will be an integrated form.

This form also provides for applying for allotment of DPIN, if an individual who is to be appointed as a designated
partner does not have a DPIN or DIN. The application for allotment shall be allowed to be made by two individuals
only. The application for reservation may be made through FiLLiP too.
If the name that is applied for is approved, then this approved and reserved name shall be filled as the proposed
name of the LLP.

Step 6: File LLP Agreement

After incorporation of LLP, an initial LLP agreement is to be filed within 30 days of incorporation of LLP. The user has
to file the information in Form 3 (Information with regard to Limited Liability Partnership Agreement and changes, if
any, made therein). the online registration of LLP on MCA portal, the LLP can be registered within a short time period
of 15-20 days.

Conclusiveness of Certificate of Incorporation [Sec. 12(4)]

A Certificate of Incorporation/Registration issued in respect of any LLP shall be con clusive evidence of the fact that
the LLP is duly registered by the name specified in the incorporation document. Once the Certificate of Incorporation
is issued nothing is to be inquired into as to the regularity of the prior proceedings. Even though the signatories to
the 'Incorporation Document' be all infants or their signatures come out to be forged, once the Certificate of
Incorporation is issued, the Registrar has no power to revoke or cancel it. The logic of this provision is that once the
LLP is held out to the world as LLP ready to contract engagements, then it would be most disastrous if years after,
any person was allowed to show that it was not properly registered.

It may, however, be noted that if an LLP having illegal objects has been registered, the illegal objects do not become
legal by the issue of the Certificate But the Certificate would be all the same conclusive and the legal personality of
the LLP cannot be extinguished by cancellation of the certificate of incorporation. The remedy in such a case would
be 'to wind up' the LLP.