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Steps for Incorporation of LLP and Digital Signatures 
In this chapter, we shall discuss stepwise, the procedure of Incorporating an LLP. As this procedure is entirely online and is presented in the following link as easy to understand steps, with the help of these guidelines, you will be able to incorporate an LLP in case you need to do so. Click here to download the material.


Now that you have a sense of the legal provisions governing LLPs, it is time for you to learn how to incorporate your own LLP, should you be required to do so. A very important aspect is naming of the LLP

– for which one has to follow certain guidelines. We have summarized the steps you can follow.

The process for incorporation of LLP is entirely online. The electronic filing of documents is done with the Registrar of Companies itself through the government website http://mca.gov.in/LLP ("LLP site").

Step 1: Obtain a Digital Signature Certificate (DSC) for each partner of the LLP.

A digital signature certificate (of Class 2) is required for electronic filing of documents with the Registrar of Companies, through the website of the Ministry of Corporate Affairs. It can be purchased from a licensed authority in India, such as MTNL Trustline, e-Mudhra, etc. The certificate may be either in soft copy format or on a USB drive (e-token). A USB e-token is flexible and can be used on multiple computers. However, it is more expensive than the soft copy version. A soft copy digital signature has to be carefully stored and a backup of it must be taken before moving it from one machine to another (or before formatting). Once deleted, a copy of it is not available and a new certificate will have to be applied for. For example, e-Mudhra digital certificate costs Rs. 650 in soft copy, or Rs. 1050 for e-token (for 1 year validity).


Digital signature in soft copy form (without e-token) for 2 designated partners costs Rs. 1300 from e- Mudhra

To learn more about Digital Signature Certificates, see the Annex to this document.

Step 2Obtain Director Identification Number (DIN) for each designated partner of LLP.

An LLP needs to have at least two Designated Partners, who are responsible for statutory compliance of the LLP. You can obtain Director Identification Number (DIN) for each designated partner of LLP by filing form DIN 1. Standard set of documents is required to be attached to the form - proof of identity, proof of residence (such as Passport, Voter ID Card, Driving License, Ration Card, PAN Card No.), photograph, and a verification.

As of August 2012 , cost of filing Form DIN 1 on the MCA site is Rs. 100 per designated partner, that is, Rs. 200 if there are two designated partners.

Step 3: Submit Form 1 for name approval.

After obtaining the DIN and the DSC for the Directors, Form 11 needs to be submitted on the LLP site for

1 You can download Form DIN 1 and the updated forms for filing from the LLP site on the following link: http://mca.gov.in/LLP/Download_eForm_choose.html

The LLP may give up to six preferences for its name. The preferences must be given keeping in mind the Limited Liability Partnerships Rules, 2009. The key guidelines in the rules are summarized here:

1. The name must not resemble or sound the same as the name of an already registered company, LLP or an existing trademark. For maximizing the chances of getting approval for the name you want for your LLP, you should conduct a Name Search and a Public Search of Trademark on the LLP site to ensure that the names you have chosen are not similar to any existing company, LLP or a trademark.

2.The name should not be in abbreviated from.

3.It should not give a misleading impression relating to the scale of operations of the LLP.

4.The name of the LLP should not be misguiding or offensive to any section of the people. It is suggested that the full text of Rule 18 is read before the name is chosen.

Cost of filing Form 1 on the LLP site is Rs. 200.

Step 4: Submit incorporation details in Form 2

After approval of the name of the LLP, details about the LLP need to be submitted in Form 2 with the prescribed fee, as per the following table:

Fee for registration of Limited Liability Partnership

Contribution of LLP

(a) Rs. 1 lakh or less

Rs. 500/-

(b) Greater than Rs. 1 lakh but less than Rs. 5 lakhs

Rs. 2000/-

Rs. 4000/-

(c) Greater than Rs. 5 lakhs but less than Rs. 10 lakhs

Rs. 5000/-

(d) Greater than Rs. 10 lakhs

If all details are satisfactory, the ROC usually issues a certificate of incorporation within 1-2weeks of submitting the details.

Step 5: File LLP Agreement in Form 3 and details of partners in Form 4.

After receiving the certificate of incorporation, the following forms need to be filed with the ROC within 30 days:

1. Form 3, which requires certain details of the LLP Agreement to be pasted into the form. A stamped copy of the LLP agreement must be scanned and attached alongwith the form.

2. Form 4, containing details of each partner and designated partner must filed.

Troubleshooting on the LLP site

Note that the LLP website can often show up technical errors, or have incomplete instructions. In such cases, you have the following options (the MCA staff is not always responsive, so it makes sense to know all your alternatives):

Call one of the numbers at http://mca.gov.in/MCA21/dca/common/callus.html

Write to llpsupport-mca@nic.in

Raise a ticket on the Ministry of Corporate Affairs (MCA) website at: http://www.mca.gov.in/MCA21/compGriev.html

Visit an MCA facilitation centre (list of facilitation centres is available on http://mca.gov.in)

Contact a Company Secretary


Digital signature certificates (DSCs) have become quite common and useful for making electronic filings to government authorities. If you are going to incorporate a company/ LLP or make a tax filing, you will be mandatorily required to use a digital signature certificate. Therefore, it is important for an entrepreneur to understand how digital signature certificates work. This write up will explain digital signatures to you in brief.


1.What is a digital signature certificate?

The Information Technology Act, 2000 provides for use of ‘digital signatures’ on documents filed electronically to ensure their security and authenticity. Under the Information Technology Act, 2000 (or the IT Act), a digital signature has a technical definition. It refers to a technique for authentication of an electronic record by use of an asymmetric crypto system (which uses a public key and a private key) and a hash function. These are technical terms and it is not necessary to understand the concept to use a digital signature. There are many free online resources however if you want to understand the subject.

2.What are digital signature certificates used for?

A digital signature authenticates electronic documents, and is used for i) company /LLP–related filings (as the entire process has moved online), ii) certain tax-related filings. Digital signatures can also be used for signing emails and electronic contracts as well, but they are seldom used for this purpose in practice.

If a digital signature is appended to a document/ message, the recipient of the document/ message can confirm the following:

i)That the message originated from the person whose signature is attached to the document, and

ii)that the message has not been altered either intentionally or accidentally since it was signed.

3.What type of digital signature is required for filing purposes?

There are three different types of Digital Signatures Certificates – Class 1, Class 2 and Class 3.

Class 1 certificates can only be used to append a digital signature to an email message.

Class 2 certificates are necessary for filings to the Registrar of Company in relation to incorporation of LLP and Company.

Class 3 certificates are used for the electronic tender process in India, that is, if you submit an electronic bid for supply of goods or services to the government.

© Intelligent Legal Risk Management Solutions LLP. Any unauthorized use, circulation or reproduction shall attract suitable action under applicable law.


4.How can one obtain a digital signature certificate?

A digital signature is issued by a Certification Agency (CA) under the provisions of IT Act, 2000. There are certain Certification Agencies authorised by the CCA to issue the Digital Signature Certificates, for example:

(n) Code Solutions Ltd.(A division of Gujarat Narmada Valley Fertilizers Co. Ltd.)

e-Mudhra CA


Tata Consultancy Services Ltd.

You can obtain a digital signature directly from one of the certification agencies listed above or through an intermediary (which issues certificates of a particular certification agency) such as http://www.digitalsignatureindia.com/ or http://digitalsignature.in . Usually, you can obtain a digital signature certificate much faster through intermediaries.

To obtain a digital signature certificate, you are required to fill an application form issued by the Certification Authority and submit attested identification and address proof to the certification authority or the intermediary


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