# Step 2 — Incorporation Document (Section 11)
## Pre-requisites
1. Two or more persons associated for carrying on a lawful business with a view to profit must subscribe their names to the incorporation document.
2. The document is filed with the Registrar of the State in which the LLP's registered office is to be situated, in the prescribed form with prescribed fees.
## Statement to be Filed Along with Incorporation Document
It must be made by both:
- (i) An Advocate OR a Company Secretary OR a Chartered Accountant OR a Cost Accountant, who is engaged in the formation of the LLP; AND
- (ii) Any one of the persons who subscribed his name to the incorporation document,
declaring that all the requirements of the Act and rules made thereunder in respect of incorporation and matters related to it have been complied with.
## Mandatory Contents of the Incorporation Document
1. In the prescribed form;
2. Name of the LLP;
3. Proposed business of the LLP;
4. Address of the registered office;
5. Name and address of each partner on incorporation;
6. Name and address of each designated partner on incorporation;
7. Such other information as may be prescribed.
## Punishment for False Statement (Section 11(3))
If a person makes the statement above, knowing it to be false:
- Imprisonment which may extend to 2 years, AND
- Fine of minimum ₹10,000, maximum ₹5,00,000.
(Note: This is one of the few criminal offences left in the LLP Act after the 2021 decriminalization.)
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# Step 3 — Registration & Certificate of Incorporation (Section 12)
- Once Section 11 requirements are met, the Registrar shall, within 14 days:
- Register the incorporation document, AND
- Issue a Certificate of Incorporation in the name specified.
- The certificate is signed by the Registrar and authenticated by his official seal.
- The certificate is conclusive evidence that the LLP is incorporated by the name specified therein.
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# Step 4 — Effect of Registration (Section 14)
1. The subscribers to the incorporation document automatically become the partners of the LLP.
2. From registration, the LLP — by its name — has the capacity to:
- Sue and be sued;
- Acquire, own, hold, develop or dispose of property (movable/immovable, tangible/intangible);
- Have a common seal (optional — only if it decides to have one);
- Do and suffer such other acts and things as bodies corporate may lawfully do and suffer.
## The big takeaway
Incorporation gives the LLP its separate legal personality — the foundation stone for limited liability. Compare this with Section 9 of the Companies Act, 2013 (effect of registration of a company).