Changes in LLP Registration Process – RUN-LLP and FiLLiP

The MCA (Ministry of Corporate Affairs) had notified revised rules for LLP effective from 02nd October 2018. It introduced new e-forms and changes to the old process of incorporation i.e. registration of LLP. Here is a brief comparison:

Changes in LLP Registration Process on MCA

Changes

Old Process

New Process
Digital Signature (DSC) To file Form-1 for the name approval, DSC of the designated partner was mandatory The applicant can submit a request for name approval without DSC under new RUN-LLP service [Register DSC on MCA]
DIN/DPIN The applicant needs to file an application for allotment of DIN/DPIN separately through Form DIR-3 The applicant can file an application for allotment of DIN/DPIN together with Form FiLLiP
DIN/DPIN To file Form-2 for incorporation, DIN / DPIN of the signing partner was compulsory To file Form FiLLiP for incorporation, PAN of the signing partner is allowed in absence of DIN / DPIN
Name Approval Application for name approval could be made by filing Form 1 for which DSC and DPIN was mandatory Request for name approval can be made through RUN-LLP service for which DSC and DPIN is not required
Incorporation The incorporation can be applied through Form-2 after the name is approved on filing Form-1 Incorporation and name approval together can be applied for by filing Form FiLLiP
Forms Form DIR-3 – Application for DIN / DPIN RUN-LLP service – Name reservation
Application for Name Approval – Form 1 Name reservation, DIN / DPIN application, Incorporation – Form FiLLiP 
Incorporation of LLP – Form 2 Name reservation, DIN / DPIN application, Incorporation – Form FiLLiP
Registration of LLP Agreement – Form 3 Registration of LLP Agreement – Form 3

FAQs

Is DSC mandatory for LLP name approval?

MCA has revised the LLP registration process effective from 02nd October 2018. In this new process, the LLP name approval form can now be submitted without the Digital Signatory Certificate (DSC) of the applicant.

What is Form FiLLiP under new changes of LLP?

Incorporation and name approval can now be applied simultaneously.
Form FiLLiP allows applicants to request incorporation and name approval both through the sane form.

What has remained constant after the new process of LLP registration?

Form – 5 (Notice for change of name), Form – 17 (Application and statement for the conversion of a firm into LLP) & Form – 18 (Application and Statement for conversion of a Private Company/Unlisted Public Company into LLP) will remain same with minor modifications.
However, RUN-LLP SRN is to be substituted for Form-1 SRN in the relevant field & PAN is allowed to be entered in the DSC section.

What is the process for strike off of a company under FTE i.e Fast Track Exit Mode?

The Ministry of Corporate Affairs (MCA) has introduced the Fast Track Exit (FTE) scheme to strike off the name of a company from the Register of Companies. FTE i.e. Fast Track Exit Mode is the fastest way to strike off the name of a non-operative company from the register of companies under the Companies Act 2013.

Process for filing an application under FTE is as follows:

  1. Companies who can apply for strike off under FTE

    The eligible company can make an application if it falls under any of the specified conditions.

  2. The company can apply for strike off by filing Form STK-2 electronically on the MCA Portal

    Fill in the information in Form STK-2. Read to know about which information needs to be filled in Form STK-2 for strike off under FTE

  3. A director authorised by the board must sign Form STK-2 with a digital signature

    It also must be certified by a Chartered Accountant or Cost Accountant or Company Secretary in whole time practice.

  4. The company must attach various documents duly signed by the directors

    And the documents should be duly attested by a professional to Form STK-2. Here is an article to help you with the list of documents to be attached with Form STK-2.

  5. The company must pay a ROC Fees of Rs.5000 on filing Form STK-2

    The registrar of companies would undertake the following actions:
    1. The registrar shall examine the application. If the application is valid, he shall send a notice to the registered email of the Company. The notice would mention that the name of the company would be struck off from the register of companies. The Company has a time limit of 30 days for raising an objection.
    2. The registrar shall then list the name of the applicant company and the date of making the application under FTE on the MCA Portal. The stakeholders can raise an objection within a period of 30 days.
    3. The registrar shall also intimate the regulating authorities of Income Tax, VAT, GST, Excise, Service Tax etc. The concerned authorities can raise an objection within a period of 30 days.

  6. If the registrar does not receive any of the above objections, he would strike off the name of the company from the register

    He will also issue a notice for publication in the Official Gazette.

  7. The Company would be DISSOLVED

    From the date of publication in the Official Gazette.

FAQs

What are the liabilities of directors of the company after the company is struck off from the register of MCA?

1. To pay off the losses that may arise to a person after striking off the name of the company
2. To pay all the liabilities and lawful claims that may arise after striking off the name of the company

What shall the company do if an objection is raised for striking off its name from the register of MCA?

When a company applies for strike off under FTE, any of the stakeholders or concerned authority like Income Tax, Excise, SEBI, RBI or any other government department can raise an objection.
The company can reply to the objections raised. If the objecting party is satisfied with the reply, the ROC would strike off the name of the company. There is no specified time limit for submitting reply against an objection.

What is FTE or Fast Track Exit Mode Scheme under Companies Act, 2013? (Discontinued in 2016)

To simplify the process of strike off of non-operating companies, MCA i.e. Ministry of Corporate Affairs introduced a scheme called FTE i.e. Fast Track Exit Mode. The Fast Track Exit Scheme is for faster disposal of the companies. It gives an opportunity to the defunct companies to struck off from the register under the Companies Act, 2013.

The objective of FTE Scheme is to provide an option to the inoperative companies to strike off their name with least documentation. The process is simple, easy and quick.

Which Form do I file for making application under the Fast Track Exit Mode?

To make an application under FTE, the applicant has to file Form STK-2 for removal of the name of the company.

  • Form STK-2 can be downloaded from the MCA Portal
  • A list of specified documents need to be attached with the form duly attested by the directors of the company [Read More: Which documents are required to make application for strike off under FTE ?]
  • Any pending litigations involving the company must be reported under the FTE process
  • A director authorised by the board should sign Form STK-2 with a digital signature
  • A whole time practising Chartered Accountant or Cost Accountant or Company Secretary should certify Form STK-2
  • The applicant should file Form STK-2 electronically on the MCA Portal by paying the prescribed fee

Note: A Special Resolution needs to be passed by the shareholders of the company and is to be attached in Form STK-2, thus Form MGT-14 must filed too. You can download Form MGT-14 from the MCA Portal and needs to filed electronically on a payment of Rs.300/-

How much Fee do I need to pay for making application under the Fast Track Exit Mode?

Under FTE, there are two forms that need to be filed by the applicant. The applicant should file the form electronically on the MCA Portal along with payment of prescribed fee.

Form Name Description Amount
Form STK-2 Application by company to ROC for removing its name from register of Companies INR 10,000
Form MGT-14 Filing of Special Resolution passed by Shareholders INR 300

Note:

  • A form can be filed using the PayLater option. Under the Paylater option, payment can be made within the time limit of 5-7 days based on the due date of the paylater challan
  • In addition to the above fees, Late Fee or Penalty can also be charged

FAQs

Which Companies can apply under fast track exit mode?

Following Companies can apply under fast track exit mode for striking off its name from register of Registrar of Companies:
1. A Company has failed to commence its business within one year of its incorporation; or
2. A Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company under section 455 of the companies act, 2013

How old can be the Statement of Accounts which is required to be attached to the application?

Statement of Accounts certified by a chartered accountant to be attached to e-form shall not be older than 30 days preceding the date of application in e-Form STK-2.

How long does it take to Strike off of a company?

It usually takes at least 3 months for a company to be officially dissolved, but the length of time can vary considerably if the process is complex. Generally, however, a company will cease to exist no less than 3 months of the winding-up notice being advertised in the Gazette.

What is the fee for registration LLP? (E-forms RUN-LLP & FiLLiP)

MCA (Ministry of Corporate Affairs) had notified revised rules for LLP (Limited Liability Partnership) Incorporation. These rules became effective from 02/10/2018. MCA fee for LLP Registration comprises of the following:

RUN-LLP Service – LLP Registration

Request for name reservation of LLP can be submitted through the RUN service on MCA. Details need to be filled online and the request can be submitted on payment of a fee of Rs.200/- There is no PayLater option to make the payment. Before applying for reservation of name, applicant must check the rules for selection of LLP name.

Form FiLLiP – LLP Registration

This is an e-form for the Incorporation of LLP. It should be filed electronically on the MCA Portal. The fee charged depends on the total amount of contribution to start the LLP. There is a Pay Later option under which the user can upload the e-form and generate SRN. Payment can be made later before the last date mentioned on the PayLater Challan.

Amount of Contribution (Rs.) Fees (Rs.)
Up to 1,00,000 500
1,00,000 < contribution < 5,00,000 2000
5,00,000 < contribution < 10,00,000 4000
More than 10,00,000 5000

Form 3 – LLP Registration

This is an e-form for registering the LLP Agreement with the MCA. It should be filed electronically on the MCA Portal. The fee charged depends on the total amount of contribution to start the LLP. There is a Pay Later option under which the user can upload the e-form and generate SRN. Payment can be made later before the last date mentioned on the PayLater Challan.


Amount of Contribution (Rs.) Fee (Rs.)
Up to 1,00,000 50
1,00,000 < contribution < 5,00,000 100
5,00,000 < contribution < 10,00,000 150
More than 10,00,000 200
Limited Liability Partnership (LLP) Registration
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Stamp Duty – LLP Registration

There is no stamp duty required to be paid in the entire process of LLP incorporation. Unlike the incorporation of other entities on MCA, LLP Registration Fee does not include Stamp Duty.

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FAQs

How much time is involved in registration process of LLP?

LLP formation starting from obtaining DSC to Filing Form 3 takes approximately 15 days subject to availability of all the documents.

Is an LLP agreement required to be registered?

Execution of an LLP Agreement is mandatory as per Section 23 of the Act. LLP Agreement is required to be filed with the registrar in eForm- 3 within 30 days of incorporation of LLP.

Is passport mandatory proof to be submitted while LLP registration?

For NRIs and Foreign officials, it is mandatory to submit their passports. It is an identity proof requirement for becoming a partner in any Indian LLP.

What is Form FiLLiP for LLP Registration?

Form FiLLiP stands for Form for Incorporation of Limited Liability Partnership. MCA introduced Form FiLLiP to simplify the LLP Registration process.

Limited Liability Partnership (LLP) Registration
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Features of Form FiLLiP for LLP Registration

  1. The applicant can file Form FiLLiP after MCA approves the name under the RUN-LLP service
  2. Attach documents duly signed by the designated partners and attested by a professional
  3. Fill the required information regarding the proposed LLP
  4. Submit the application for allotment of DIN / DPIN through this form
  5. Under FiLLiP, MCA can allot a maximum of two DINs / DPINs
  6. Attach the DSC i.e. digital signature of one of the designated partners.
  7. If none of the designated partners has DIN / DPIN, the applicant can sign the form using PAN of the designated partner
  8. A professional in practice (CA / CS / CWA / Advocate) should attest to the form.
  9. File the form electronically on the MCA Portal
  10. File Form FiLLiP from the same account on MCA through which the applicant submitted the name reservation request under RUN-LLP service.
  11. Pay the prescribed fee based on the total amount of contribution after filing the form.

FAQs

When is Form FiLLiP required?

Form FiLLiP is required at the time of incorporation of an LLP. Minimum 2 partners are required to incorporate an LLP. The MCA portal of the government has introduced Form FiLLiP to simplify LLP registration in India.

Who will be processing Form FiLLiP for LLP registration?

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

What are the documents required to register LLP on MCA portal?

To register LLP on MCA portal following documents are required:
1. DPIN (Designated Partner’s Identification Number) Application
2. Copy of Resolution
3. Registered Office Proof
4. Subscriber’s Sheet
5. Details of LLP or Company
6. Documents regarding the proposed name of LLP
7. Any Optional Attachment

Rules to select LLP Name to avoid rejection on MCA

To incorporate a new LLP or change the name of an existing LLP, you can apply for reservation of name through the RUN-LLP service available on the MCA Portal.

Rules to select proposed name of LLP

  1. The name should not be obstructed in the Emblems and Names (Prevention of Improper Use) Act, 1950
  2. It should not be an exact translation in Hindi or English of an existing LLP
  3. It should not have a phonetic resemblance to the name of an existing LLP. Eg:  J.K. LLP v/s Jay Kay LLP
  4. It must not contain:
    • any words that are offensive to a specific set of people
    • words like co-operative or sahakari or a similar word in a regional language
    • words like national, union, central, federal, republic, president, rashtrapati etc that falsely indicates a connection with the central or state government
    • the word ‘British India’
    • words like bank, insurance, banking, venture capital, mutual fund etc without the approval of the regulatory authority
    • words like company secretary, chartered accountant, advocate etc without  obtaining approval from the concerned council
  5. The name must not indicate a connection with an embassy, consulate or a foreign government
  6. It must not include the name of a registered trademark unless the owner gives the consent
  7. It must not resemble to the name of an LLP or Company in liquidation or the one which is struck off up to a period of 5 years
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To read more about the laws and rules governing the name reservation for an LLP, refer to the Instruction Kit of MCA

FAQs

Why does an LLP name gets rejected?

As per Companies Act, 2013 the name of a company cannot be identical to the name of an existing  LLP or trademark. Hence, if the name is similar or identical to an existing company, the name application will be rejected.

How much time does it take for LLP name approval?

To approve your Limited Liability Partnership name with ROC can generally take about 3–5 days once you upload the form & payment of fees has been cleared.

Can a LLP be converted into company?

Indeed. It is possible to convert an LLP into a Pvt. Ltd. company as per the provisions contained in Section 366 of the Companies Act, 2013 and Company (Authorised to Register) Rules, 2014