RUN-LLP and FiLLiP: New Procedure of LLP Incorporation By CS Hitesh Jhamb


RUN-LLP & FiLLiP - A NEW WAY TO INCORPORATE AN LLP AND CONVERT THE COMPANIES / FIRMS INTO LLP (FROM 2ND OCTOBER, 2018)

The changes in provisions regarding incorporation of LLPs and conversion of Companies into LLPs are inserted by Ministry of Corporate Affairs vide the Limited Liability Partnership (Second Amendment) Rules, 2018 notified on 18.09.2018 and effective from 2ND OCTOBER, 2018.

Inserted & Replaced Forms

New Forms (Inserted vide Amendment)

Old Forms (Replaced vide Amendment)

Web Service RUN-LLP

Form 1

Form FiLLiP

Form2


Change of authority for processing Certain Forms

Form RUN-LLP (Reserve Unique Name-Limited Liability Partnership), Form FiLLiP (Form for incorporation of Limited Liability Partnership), Form 5, Form 17 and Form 18 shall be processed by the Registrar, Central Registration Centre (CRC) for and on behalf of the jurisdictional Registrar.

Note: Central Registration Centre here means the office of Central Registration Centre as established under sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013) by the Government of India vide notification number S.O. 218(E), dated 22nd January. 2016

Reason to bring RUN-LLP & FiLLiP

After successfully initiating Ease of Doing Business (EoDB) reforms by introducing game-changing, simplified and integrated procedures viz. SPICe (Simplified Proforma for Incorporating Company electronically), Reserve Unique Name(RUN) for starting a Company in India, MCA is going to Launch the similar forms for LLPs also, FiLLiP is like SPICE (INC 32) of Companies and RUN-LLP is like RUN web service for Companies.

The reason is to ease the registration of LLPs in India, to make it more effective the authority for registration has been shifted to Centralized Registration Centre (CRC) established under sub-sections (1) and (2) of section 396 of the Companies Act, 2013

Obtaining DPIN {Designated Partner Identification No. (On or After 02.10.2018)}

  • At the time of appointment in any existing LLP pursuant to the provisions of Rule 10(1)(a) of LLP rules, Individual shall make an application to the registrar for DPIN in Form DIR-3.
  • At the time of Incorporation of LLP, an individual who wants to become Designated Partner in the LLP and does not hold the requisite DPIN shall apply the same in Form FiLLiP

Note: Form FiLLiP is an incorporation form, by which DPIN can also be applied but maximum for two individuals.    

Reservation of Name {On or After 02.10.2018}

  • Reservation of Name through RUN-LLP {Reserve Unique Name–Limited Liability Partnership}:

RUN-LLP is not any e-form, It is a web service for reserving the name for a new LLP or for a change of name of any existing LLP. This web service would replace the existing Form for reservation of Name i.e. Form 1, RUN-LLP is very easy and short process for reservation of name which contains only 4 relevant fields instead of 15 fields of Form 1.

  • Reservation of Name through FiLLiP {Form for incorporation of Limited Liability Partnership}:

Where an applicant has not reserved the name through RUN-LLP, he may reserve the same directly through incorporation form i.e. Form FiLLiP. In Form FiLLiP applicant have both options either to fill the name reserved through RUN-LLP by filling SRN of RUN-LLP or to fill any new proposed name for approval.      

Step By Step Procedure to File RUN-LLP

  1. RUN-LLP is a post-login web service, existing users would need to login into their account and New users are required to create a login account before using the service.
  2. After Login at MCA click on the RUN-LLP option {Will be available from 02.10.2018 in the LLP Services option in MCA Services.
  3. In RUN-LLP there are two Radio Buttons namely “New Request & Resubmission, choose accordingly.
  4. If New Request is selected then select whether it is for New incorporation/Change of Name of Existing LLP/Conversion of the fthe irm into LLP/Conversion of a pa rivate company/unlisted public company into LLP, from the drop-down option available under Option of “New Incorporation/ Conversion.
  5. In case of Change of Name of Existing LLP, fill the LLPIN of the LLP, In case of Conversion of a private company/unlisted public company into LLP, Fill the CIN of the Company
  6. Fill the proposed names of LLP, User may fill maximum upto two proposed names.
  7. Mention the objects of the LLP and any other relevant comment in the “Comments” section.
  8. In case of Change of Name of Existing LLP/Conversion of the firm into LLP/Conversion of the private company/unlisted public company into LLP, attach the certified copy of the Board Resolution.
  9. Press the Submit Button and proceed further to make the payment of fees.
  10. Make the payment of Fee as mentioned in “Annexure A” (at present the Fee is Rs. 200/- for reservation of name).
  11. After making payment, Challan will be generated and Application Process will be over, If registrar seems fit, He will reserve the name, If he found some defect in name or object or in any other manner, He may reject the same after allowing a re-submission of such application within fifteen days for rectification of defects.

Note: DPIN/DIN/DSC would no more be a pre-requisite for Name reservation through RUN-LLP

Must Know Points about FiLLiP

  • New field ‘whether the name is already approved by ROC’ is introduced to allow users to use the names approved through RUN-LLP and to reserve the name through FiLLiP.
  • New field introduced to enable the user to enter the number of designated partners/partners in a tabular format (Maximum of two DINs/DPINs can be allocated through FiLLiP). The Format is as follows:
 

Having valid DIN/DPIN

Not having valid DIN/DPIN

Total number of Designated Partners (individual + nominees of bodies corporate)

   

Number of individual designated partners

   

Number of designated partners who are nominees of bodies corporate

   

Total number of Partners (individual + body corporate)

   

Number of individual partners

   

Number of bodies corporate partners

   


  • In case of Designated Partners have the DPIN then use the Pre-Fill option after filling his or her DPIN and fill other relevant information as given in Form.
  • In Case Designated Partners have no DPIN, fill his all basic information including place of Birth, PAN, Permanent and Present address etc.
  • In case Designated Partners are Body Corporate then fill the CIN/LLPIN and press the Pre Fill Button (in case of Company/LLP), in all other cases fill the whole information (In all cases fill the information of Nominee having or not having DPIN as mentioned above)
  • In case FiLLiP is getting filed for name reservation, the user needs to enter ‘proposed name’ (only one name is allowed) and other relevant details of name reservation.
  • Relevant attachments pertaining to the name reservation/DIN allotment through FiLLiP got included in the form
  • In case none of the Designated Partners has DIN/DPIN, the form can now be signed by providing PAN details of the Designated Partner.
  • Resubmission can be sent 2 times for 15 days each in case of any defect or doubt in information given in the Form.
  • Maximum days of Resubmission for both resubmissions allowed cannot exceed 30 days

Points to be Remembered

  • The same user login ID which was used for reserving the name through RUN-LLP has to be used for submitting and uploading FiLLiP.
  • Names already approved in Form 1 can be used while Incorporating an LLP through FiLLiP.
  • In case of conversion of the company into LLP, ensure that the proposed LLP name is same as the Company name.
  • Please attach the No Objection Certificates (NOCs) / Central Government approval wherever necessary as per the LLP Rules, 2009.
  • RUN_LLP is an optional service except in case of change of name of LLP.

Documents Required

RUN-LLP


In case of Change of Name of Existing LLP/Conversion of the firm into LLP / Conversion of a private company / unlisted public company into LLP, attach the Certified Copy of the Board Resolution.

FiLLiP

  1. In Case any Partner or Designated Partner is Body Corporate: Board Resolution for Authorisation.
  2. Address Proof of Registered Office of LLP.
  3. Subscribers Sheet LLP with Consent.
  4. In Principal Approval of Regulatory Authority (If Required).
  1. Detail of LLP/Company in which Partner/Designated Partner is director or partner.
  2. Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from the central government
  3. Proof of identity and address of Designated Partners and Partners (Mandatory in case of not having DPIN)
  4. Copy of Board resolution of the existing company or consent of existing LLP as a proof of no objection (If Any)
Form 17 (For conversion of Partnership Firm into LLP

  1. Statement of Consent of Partners of Firm.
  2. Statement of Assets and Liabilities of the firm duly certified as true and correct by the Chartered Accountant in practice.
  3. Copy of acknowledgement of latest income tax return
  4. List of all the secured creditors along with their consent to the conversion.
  5. Approval from any other authority (If required)
Form 18 (Conversion of Companies into LLP)

  1. Statement of Shareholders
  2. Statement of Assets and Liabilities of the company duly certified as true and correct by the auditor.
  3. Copy of acknowledgement of latest income tax return
  4. List of all the secured creditors along with their consent to the conversion.
  5. Approval from any other authority (If required) 

The process of Incorporation of LLP in Brief

  • Reserve the name vide RUN-LLP (Optional Not Mandatory)
  • File Form FiLLiP, If name is already reserved by RUN-LLP or Form 1, Form FiLLiP shall be filed within 3 months from the date of intimation by the Registrar
  • After approval of Form FiLLiP file, the LLP Agreement duly stamped within 30 days of approval with Form 3.

Note: All Documentation requirement and important points for RUN-LLP and FiLLiP are already discussed.

The process of Conversion of Companies into LLP in Brief

  • Reserve the name vide RUN-LLP (Optional Not Mandatory)
  • File Form FiLLiP and Form 18, If the name is already reserved by RUN-LLP or Form 1, Form FiLLiP and Form 18 shall be filed within 3 months from the date of intimation by the Registrar
  • After approval of Form FiLLiP & Form 18 file, the LLP Agreement duly stamped within 30 days of approval with Form 3.

Note: All Documentation requirement and important points for RUN-LLP, FiLLiP and Form 18 are already discussed.

BOTH UNLISTED PUBLIC COMPANY AND PRIVATE COMPANY CAN BE CONVERTED INTO LLP

The process of Conversion of a firm into LLP in Brief

  • Reserve the name vide RUN-LLP (Optional Not Mandatory)
  • File Form FiLLiP and Form 17, If name is already reserved by RUN-LLP or Form 1, Form FiLLiP and Form 17 shall be filed within 3 months from the date of intimation by the Registrar
  • After approval of Form FiLLiP and Form 17 file the LLP Agreement duly stamped within 30 days of approval with Form 3.

Note: All Documentation requirement and important points for RUN-LLP, FiLLiP and Form 17 are already discussed.

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