# Incorporation of LLP [Sections 11 to 14]

## (1) Incorporation Document [Section 11]

2 or more persons associated for a lawful business and to earn profit shall subscribe their names to the incorporation document.
It shall state:
Name of LLP
Proposed Business of LLP
Address of Registered Office
Name & address of every partner and DP on incorporation
Other prescribed information

### Name & Address of Partner

Partner Type	Particulars Required
Individual	Forename, middle name, surname, and residential address
Body Corporate	Registered name and address of registered office

Filed with ROC of the state where the registered office is to be situated. Now processed electronically by the Registrar, Central Registration Centre.
Filed along with a statement indicating compliance with all incorporation requirements, made by:
An Advocate/CA/CS/CMA engaged in formation of LLP, AND
Any person who has subscribed his name to the incorporation document.

### Punishment for False Statement

If a person makes a statement knowing it to be false or not believing it to be true:

Imprisonment up to 2 years, AND
Fine: minimum ₹10,000, extendable up to ₹5 lakhs.

## (2) Incorporation by Registration [Section 12]

Within 14 days of filing, ROC shall register the incorporation document and issue a certificate of incorporation.
Certificate shall be signed by ROC and authenticated by his official seal.
The certificate is conclusive evidence that the LLP is incorporated by the name specified.

## (3) Filing of LLP Agreement

LLP Agreement shall be executed and filed in e-Form 3 with ROC within 30 days of incorporation.

## (4) Registered Office and Change [Section 13]

LLP shall have a registered office for receiving all communications and notices.
Documents may be served by post, registered post, or any other manner at registered office (or any other address declared by LLP).
For change in registered office, LLP shall file notice with ROC — change takes effect upon such filing.
Penalty for default: LLP and every partner — ₹500 per day [max ₹50,000].

## (5) Effect of Registration [Section 14]

On registration, the LLP becomes capable of:

1. Suing and being sued

2. Acquiring, owning, holding and developing/disposing of property

3. Having a common seal (if it decides to have)

4. Doing and suffering other acts as a body corporate

Worked example

### Example 1

Example 1: A & B file an incorporation document for ABC LLP on 1st June. They also submit a compliance statement signed by their CA and themselves. ROC registers the LLP and issues the certificate by 14th June (within 14 days). They then file their LLP Agreement in e-Form 3 by 30th June (within 30 days of incorporation).

### Example 2

Example 2: XYZ LLP changes its registered office on 1st March but files notice with ROC only on 20th March. The change takes effect from 20th March (the date of filing), not 1st March.

⚠️ Common exam mistakes

Treating the 14-day period for ROC registration as a maximum filing window for the applicant — it is the ROC's processing time after filing.
Forgetting that LLP Agreement filing (e-Form 3) is separate from incorporation document filing — and has its own 30-day deadline.
Believing the change in registered office takes effect from the date of board decision — it takes effect only on filing the notice with ROC.
Missing the requirement that the compliance statement must be signed by BOTH a professional (Advocate/CA/CS/CMA) AND a subscriber.

Reference: Sections 11, 12, 13 and 14 — LLP Act, 2008

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Incorporation of LLP (Sections 11-14)

Worked example

⚠️ Common exam mistakes