# Incorporation of an LLP

## Section 11 — Incorporation Document

### (1) Pre-conditions

The incorporation document must:

(a) Have 2 or more persons as subscribers carrying on a lawful business with a view to earn profit.
(b) Include a statement of compliance made by (i) an advocate, CA, CS or Cost Accountant engaged in formation of the LLP, AND (ii) any one of the subscribers.
(c) Be filed with the RoC of the State in which the registered office is proposed to be situated.

### (2) Contents of Incorporation Document

Name of the LLP
Proposed business
Address of the Registered Office
Name and address of each partner and DP
Other prescribed information

### (3) False statement

Whoever makes a statement knowing it to be false or not believing it to be true is punishable with:

Imprisonment up to 2 years, AND
Fine of ₹10,000 to ₹5 lakhs

> Important: An LLP must have a profit motive — it cannot be incorporated as a Not-For-Profit Organisation.

## Section 12 — Incorporation by Registration

### (1) Action by RoC (within 14 days)

On receipt of the incorporation document:

Register the incorporation document.
Issue a Certificate of Incorporation — signed by the RoC and authenticated by official seal.
The certificate is conclusive evidence of incorporation with the name specified.

### (2) Sufficiency of statement

The statement filed under Sec 11(b) is sufficient evidence of compliance with clause (a) of Section 11.

## Section 13 — Registered Office

### (1) Requirement

Every LLP must have an RO to which all notices and communications may be addressed.

### (2) Service of documents

A document may be served on the LLP/partner/DP at the RO by:

Sending by post
Registered post
Any other prescribed manner

### (3) Change of RO

Notice of change must be filed with the RoC in the prescribed manner.

Penalty: ₹500/day (max ₹50,000) for both the LLP and its DPs.

## Section 14 — Effect of Registration

On registration, an LLP becomes capable of:

Suing and being sued
Acquiring, owning, holding, and disposing of property (movable, immovable, tangible, intangible)
Having a common seal (if it chooses)
Doing and suffering all other acts that a body corporate may lawfully do and suffer

## Steps to Incorporate an LLP

1. Name reservation — Applicant files e-Form RUN-LLP.

2. Incorporation filing — File e-Form FiLLiP for incorporation.

3. LLP Agreement — Execute and file with the RoC within 30 days of incorporation.

Worked example

### Example 1

Example — Profit motive: A group of social workers wishes to form an LLP for running a free legal aid clinic with no surplus. Result: Not permitted — Section 11(1)(a) requires a 'view to earn profit'. They must use a Section 8 company structure or society/trust instead.

### Example 2

Example — Conclusive evidence: A creditor of an LLP challenges its incorporation, claiming the subscribers did not validly subscribe. Once a Certificate of Incorporation has been issued under Section 12, it is conclusive evidence of incorporation — the creditor cannot challenge formation on subscription grounds before a court.

⚠️ Common exam mistakes

Believing an LLP can be a not-for-profit vehicle — Section 11 mandates a profit motive.
Forgetting that the statement of compliance under Sec 11(b) requires both a professional (advocate/CA/CS/CMA) and a subscriber — not either-or.
Confusing the 30-day window for filing the LLP agreement (post-incorporation) with the 14-day RoC action window for issuing the Certificate of Incorporation.
Treating the Certificate of Incorporation as merely prima facie evidence — Section 12 makes it conclusive evidence.

Bare-Act text Sections 11–14 · Limited Liability Partnership Act, 2008 · click to expand

Section 12(1) When the requirements imposed by clauses (b) and (c) of sub-section (1) of section 11 have been complied with, the Registrar shall retain the incorporation document and, unless the requirement specified in clause (a) of that sub-section has not been complied with, he shall, within a period of fourteen days — (a) register the incorporation document; and (b) give a certificate that the limited liability partnership is incorporated by the name specified therein.

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Incorporation of LLP (Sections 11–14)

Worked example

⚠️ Common exam mistakes