INCORPORATION OF LIMITED LIABILITY PARTNERSHIPS AND MATTERS INCIDENTAL THERETO.
Section 11. Incorporated Document.
1 For an incorporated limited liability partnership
a, Two or more persons associated for carrying on a lawful business with a view to profit can subscribe their names to an incorporated document.
b, The incorporated document shall be filed in such manner and with fees that may be prescribed with the State registrar in which the limited liability partnership of the registered office is located and
c, There shall be filed along with the document incorporation a statement in the prescribed form made by either an advocate or secretary of the company or a Chartered Accountant or Cost Accountant who is involved in the limited liability partnership formation and by anyone who is subscribed his name to document incorporation that all this Act requirement and made rules thereunder have been compiled within incorporation respect and precedent matters and thereto incidental.
2, The incorporated document partnership form.
c, State the limited liability partnership proposed business.
d, State the limited liability partnership registered office address.
e, State the name and address of each of the designated limited liability partnership partners on incorporation.
f, State the person’s name and address of the limited liability designated partnership on incorporation.
g, Contain such other info concerning the declared limited liability partnership that may be prescribed.
3. If a person makes a statement under sub-section clause which
a, Knows to be false.
b, Should not believe to be true.
shall be punished for a term with imprisonment that may extend to two years and which shall not be less than ten thousand rupees includes fine but that should not exceed five lakh rupees.
Section Analysis 11.
Basic requirements of LLP incorporation
For an incorporated LLP two or more persons who have associated for carrying on the business which is lawful with the profit view shall subscribe to an incorporation document and their names.
From the above it is observed that an LLP incorporation there has to be two or more persons:
Who has associated on a lawful business to carry?
With a profit view.
Subscribing incorporation document name.
An LLP incorporation, the lawful business. In other words, an LLP proposed business that should not be prohibited for the time that was in force under any law.
Further, an LLP cannot be incorporated on a not-for-profit activity to carry on.
Incorporation contents and form of the document.
The incorporation documents shall be filed in the manner with fees that may be described with the state registrar where the LLPs registered office is located.
Further, section 11(2) of the LLP Act needs the incorporation documents to contain
a, Be in the prescribed form
b, Mention the LLP name.
c, Mention the LLP proposed business;
d, Mention the LLP registered office address
e, Mention the name and address of each of the person who is LLP partners on incorporation,
f, Contains such other information concerned declared LLP
Rule 11 of the rules of the LLP provides that for the section 11 of the LLP Act purpose, then the document incorporation shall be filed in the form #2 having jurisdiction with the registrar over the state in which the LLP registered office is situated, along with the fees given in the Annexure A to the rules of LLP.
The document incorporation (Form #2) shall inter alia mention the following info
a, The LLP name,
b, The state in which the LLP registered office is situated.
c, The LLP registered office address,
d, Carrying the LLP business.
e, Partners summary, designated partners, i.e, number of partners, number of designated partners who is India resident
f, The number of individual partners and their details.
g, Number of corporate bodies as partners with their details.
h, The total money value of contribution via partners in the LLP.
Rule 12 of the LLP rules provide that where the intending partner is a body corporate, resolution copy of such body corporate on the letterhead to become a proposed LLP partner and resolution copy body corporate authorization also on.
Further as per rule 12 proviso in case of foreign nationals residing outside India or foreign body corporate outside India registered looking an LLP in India to register, the name, the address and the individual signature or nominee or nominee and body corporate designated partner on the incorporation document, identity proof where the required and document mentioned in this rule, shall be certified duly and the sub-rule (2) of rule 34 of these rules for this purpose shall apply mutatis mutandis for this purpose.
Compliance statement filing( along with the document incorporation)
There shall be filed along with the document incorporation, prescribed form statement either by a Company Secretary or an Advocate or a Chartered Accountant or Cost accountant, who is indulged in the LLP formation and by anyone who subscribed the incorporation document to his name that all the LLP requirements Act and the rules made thereunder with respect of incorporation have been compiled and precedent matters and thereto incidental.
Rule 13 of the LLP Rules provides that the files statement along with the document incorporation under section 11 (1)© shall be in the format given in Form #2 Part B) who is
1, A person name in the document incorporation and who is a partner/designated partner of the incorporation on LLP.
2, A company secretary or an Advocate or a Chartered Accountant or a Cost Accountant, who is indulged in the LLP formation ( statement by an Advocate/ Chartered Accountant/ Company Secretary/Cost Accountant in practice.
Penal provisions in Form 32 for false statement
The signatories to Form #2 have to make sure that every requirement of the LLP Act and the rules made thereunder with respect of incorporation have been compiled and precedent matters and thereto incidental. In case of any false statement, astringent penal action has been given under the LLP Act.
Section 11(3) of the LLP Act provides that if a person makes a statement under section 11(1)© which he knows to be false or do not believe to be true he shall be punishable for a term with imprisonment that may be extended to two years and with fine that shall not be less than rupees 10,000 (ten thousand rupees) but that may extend to Rs 5,00,000 (Rupees five lakh).
It is therefore imperative for both of the categories of signatories (particularly the professionals) to exercise diligently maximum and caution while signing the Form#2(part B) statement.
Incorporation via Registration
12 1. When the requirements imposed by clauses b and c of sub-section (10 of section 11 have been compiled with, the Registrar shall retain the document incorporation and unless the requirement imposes by the clause (a0 of that sub-section has not be compiled with, he can within the fourteen days period.
a, Register the incorporated document.
b, Give a certificate that incorporates the limited liability partnership by the specified name therein.
- The Company Registration registrar may accept the statement delivered under clause © of section 11 of subsection as a sufficient evidence that the imposed requirement by that sub-section clause (a) has compiled with.
The certificate given under clause (b) of sub-section (1) shall be signed by the Registrar and his official seal authenticated.
The certificate can be evidence conclusive that the incorporated limited liability partnership incorporated by the specified name therein.