Incorporation Of Limited Liability Partnership

Incorporation Document

Every Limited Liability Partnership has to prepare an incorporation document. The steps to prepare incorporation documents are as under:

a) The incorporation document shall be in a form as may be prescribed. It should state:

(i) the name of Limited Liability Partnership

(ii) the proposed business of Limited Liability Partnership

(iii) the address of registered office of the Limited Liability Partnership

(iv) the name and address of each person who are to be partners of Limited Liability Partnership on incorporation

(v) the name and addresses of designated partners of Limited Liability Partnership on incorporation (Sec 11).

A person making statement which he knows is false or does not believe to be true shall be punishable with fine of Rs. 10,000 up to Rs. 5 lakh and imprisonment for a term which may extend up to two years.

 


b) Two or more persons associated for carrying on a lawful business with a view to profit subscribe their names to an incorporation document.

 

c) The incorporation document shall be filed in such manner and with such fees as may prescribed, with Registrar of the State in which the registered office of Limited Liability Partnership is to be situated.

 

d) There shall be filed along with the incorporation document, a statement in prescribed form, made by either an advocate or a company secretary or a chartered or cost accountant, who is engaged in the formation of Limited Liability Partnership and by anyone who subscribed his name to the incorporation document, that all the requirement of the Act and rules made there under have been complied with, in respect of incorporation and matters precedent and incidental thereto.

 

Incorporation by Registration

When above requirements have been complied with, the Registrar shall retain the incorporation document, register this document and will give a certificate that Limited Liability Partnership is incorporated by that name, the certificate shall be signed by the Registrar and authenticated by his official seal. The certificate shall be conclusive evidence that Limited Liability Partnership is incorporated by registration (Sec 12).

 

Registered Office of Limited Liability Partnership and Change Therein

Every Limited Liability Partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received. A document may be sent by post under certificate of posting or by registered post or by any other manner. A Limited Liability Partnership may change the place of its registered office, file the notice of such change with the Registrar and change shall take place upon such filing. For contravention of this provision every partner shall be punishable with fine not less than two thousand rupees which may extend up to twenty-five thousand rupees (Sec 13).


Effect of Registration

A Limited Liability Partnership, on registration shall by its name, capable of (a) suing or being sued (b) acquiring, owning, holding and developing or disposing of property, whether movable or immovable, tangible or intangible (c) having common seal, if it decides (d) doing or suffering such acts and things as bodies corporate may lawfully do and suffer (Sec 14).

 

Name

Every Limited Liability Partnership shall have either the words ‘Limited Liability Partnership’ or the acronym ‘LLP’ as the last word of its name. No Limited Liability Partnership shall be registered by a name which, in the opinion of Central Government is undesirable or identified or too nearly resembles to that of any other partnership firm or Limited Liability Partnership or body Corporate or a registered trade mark or a trade mark which is subject to an application for registration, of any other person under Trade Marks Act 1999 (Sec. 15). Penalty for improper use of above words is a fine of rupees not less than fifty thousand and may extend up to Rs. five lakhs (Sec. 20).

 

Reservation of Name

A person may apply to the Registrar for reservation of a name of Limited Liability Partnership or name which is proposed to be changed (Sec. 16).

 

Change of Name

The Central Government may direct to change the name if it is identical or resembles and has been already registered. Limited Liability Partnership may be fined rupees ten thousand which may extend to the Rupees five lakhs if name is not changed. Partners also may be fined of not less than Rs. 10 thousand which may extend up to Rupees one lakh (Sec. 17). The Limited Liability Partnership also may apply within 24 months of registration if it finds its name similar or identical of the other Limited Liability Partnership (Sec. 18).

Every Limited Liability Partnership shall publish it name on its invoices, official correspondence and publications, as well as name and address of its registered office, registration number and a statement that it registered as Limited Liability Partnership. Failure to comply may invite a fine between rupees two thousand and rupees twenty-five thousand (Sec. 21).

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