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Chapter IV

Incorporation of limited liability partnership


11. For the purposes of section 11, the incorporation document shall be filed in Form 2 with the Registrar having jurisdiction over the State in which the registered office of the limited liability partnership is to be situated along with the fee as provided in Annexure ‘A’.

12.“Where the intending partner is a body corporate, copy of Resolution on the letterhead of such body corporate to become a partner in the proposed LLP and a copy of resolution or authorization also on letterhead mentioning the name and address of an individual nominated to act as nominee or nominee & Designated Partner on its behalf shall be attached:

Provided that in the case of foreign nationals residing outside India or foreign body corporate(s) registered outside India, seeking to register a LLP in India, the name, address and signature of an individual or nominee or nominee & Designated Partner of a body corporate on the incorporation document, proof of identity, where required and documents referred in this rule, shall be dully certified and the provisions of sub-rule (2) of rule 34 of these rules, shall apply mutatis mutandis for this purpose”.

13. The statement to be filed along with the incorporation document under clause (c) of sub-section (1) of section 11 shall be in the format provided in Part B of Form 2.

14. (1) In the office of Registrar there shall be maintained a Register of LLPs in which the names of LLPs shall be entered in the order in which they are registered. (2) Every LLP so registered shall be assigned a LLP identification number (LLPIN) in one consecutive series.

15(1) A document can be served on a limited liability partnership or a partner or designated partner thereof through the following other modes-
(i) electronic transmission; 
(ii) courier

(2) For the purposes of this rule, 
(i) “electronic transmission” means a communication -

(a) delivered by - 
(A) facsimile telecommunication or electronic mail when directed to the facsimile number of electronic mail address, respectively, which the partnership or the partner or the designated partner has provided from time to time for sending communications to the partnership or the partner or the designated partner respectively;
(B) posting on an electronic message board or network that the partnership or the partner or the designated partner has designated for those communications, and which transmission shall be validly delivered upon the posting, or 
(C) other means of electronic communication

as to which the LLP or the partner or the designated partner has placed in effect reasonable measures to verify that the sender is the person purporting to send the transmission, and

(b) that creates a record that is capable of retention, retrieval and review, and that may thereafter be rendered into clearly legible tangible form. 
(ii) Courier means a document sent through a courier which provides the proof of delivery.

16. (1) A limited liability partnership shall give an address for service of documents within the jurisdiction of the Registrar where its registered office is situate. Such address shall include the postal code and e-mail address.

(2) The limited liability partnership, may, in addition to the registered office address, declare any other address as its address for service of documents, under sub-section (2) of section 13, in the manner as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such manner, consent of all partners shall be required for declaring any other address as the address for service of documents.

(3) The intimation of other address for service of documents to LLP shall be given to the Registrar in Form 12, within thirty days of complying with the requirements of sub-rule (2) above along with the fee as mentioned in Annexure ‘A’.

(4) The effective date for the service of documents to LLP at the other address declared by the LLP cannot be prior to the date of filing of document under sub rule (3).

17 (1) The limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide for such procedure, consent of all partners shall be required for changing the place of registered office of limited liability partnership to another place: Provided that where the change in place of registered office is from one State to another State, the limited liability partnership having secured creditors shall also obtain consent of such secured creditors.

(2) For the purposes of sub-section(3) of section 13, notice of change of place of registered office shall be given to Registrar in Form 15, within 30 days of complying with the requirements of sub-rule (1), in case of change of registered office within the same state, and within 30 days of complying with sub-rule (4) in case of change of registered office from one state to another state, along with fee mentioned in Annexure ‘A’.

(3) Where there is any conviction, ruling, order or judgment of any Court, tribunal or other authority against the limited liability partnership, the particulars of such prosecutions initiated against or show cause notices received by the limited liability partnership for the alleged offences under the LLP Act shall be stated in the notice of change of place of registered office to be filed with the Registrar.

(4) Where the change in place of registered office is from one state to another state, the limited liability partnership shall publish a general notice, not less than 21 days before filing any notice with Registrar, in a daily newspaper published in English and in the principal language of the district in which the registered office of the limited liability partnership is situated and circulating in that district giving notice of change of registered office.

(5) Where the change in place of registered office is from one place to another place within the state from the jurisdiction of one Registrar to the jurisdiction of another Registrar or from one state to another state, the limited liability partnership shall file the notice in Form 15 with the Registrar from where the limited liability partnership proposes to shift its registered office with a copy thereof for the information to the Registrar under whose jurisdiction the registered office is proposed to be shifted.

18 (1) The name of the limited liability partnership shall not be one prohibited under the Emblems and Names (Prevention of Improper Use) Act, 1950.

(2) A name shall not generally be reserved, if -

  1. it includes any word or words which are offensive to any section of the people;
  2. the proposed name is the exact Hindi or English translation of the name of an existing limited liability partnership in English or Hindi, as the case may be;
  3. the proposed name has a close phonetic resemblance to the name of a LLP in existence, for example, J.K. LLP., Jay Kay LLP;
  4. it includes the word Co-operative, Sahakari or the equivalent of word 'co-operative' in the regional languages of the country;
  5. it connotes the participation or patronage of the Central or State Government, unless circumstances justify to, e.g., a name may be deemed undesirable in certain context if it includes any of the words such as National, Union, Central, Federal, Republic, President, Rashtrapati, etc;
  6. the proposed name contains the words 'British India';
  7. the proposed name implies association or connection with any Embassy or Consulate or of a foreign government which suggests connection with local authorities such as Municipal, Panchayat, Zila Parishad or any other body connected with the Union or State Government;
  8. the proposed name is vague like D.I.M.O. Limited liability partnership or I.V.N.R. Limited liability partnership or S.S.R.P Limited liability partnership;
  9. it is different from the name or names of the existing limited liability partnership only to the extent of having the name of a place within brackets before the word ‘limited liability partnership’, for example, Indian Press (Delhi) LLP should not be allowed in view of the existence of the LLP named Indian Press LLP
    Provided the name shall be reserved, in case “No Objection Certificate” is granted by the registered Limited Liability Partnership or the Company as the case may be;
  10. it includes name of registered Trade mark, unless the consent of the owner of the trade mark has been produced;
  11. the proposed name is identical with or too nearly resembles the name of a firm or LLP or company incorporated outside India and reserved by such firm, LLP or company with the registrar in accordance with these rules;
  12. it is identical with or too nearly resembles the name of the limited liability partnership or a company in liquidation or it is identical with or too nearly resembles names of the LLP or a company which is struck off, up to the period of 5 years;
  13. The name shall not be reserved it includes words like ‘Bank’, ‘Insurance’ and ‘Banking’, ‘Venture Capital’ ‘mutual fund’ or business activity includes the word like ‘Bank’, ‘Insurance’ and ‘Banking’, ‘Venture Capital’ ‘mutual fund’ or such similar names without the approval of regulatory authority.
    Provided that the approval of regulatory authority shall be obtained at the time of application for incorporation or change of name of an existing Limited Liability Partnership, as the case may be;
  14. it is intended or likely to produce a misleading impression regarding the scope or scale of its activities which would be beyond the resources at its disposal;
  15. the proposed name includes words like French, British, German etc., unless the partners satisfy that there is some form of collaboration and connection with the foreigners of that particular country or place, the name of which is incorporated in the name;
  16. the proposed name of limited liability partnership includes the words company secretary, chartered accountant, advocates or such similar words as indicative of a profession, as part of the proposed name, the same shall be allowed only after obtaining approval from the Council governing such profession or such authority as may be nominated by the Central Government, in this behalf. 
    Provided that’s the approval of the council governing the profession shall be obtained at the time of application for incorporation or change of name of an existing Limited Liability Partnership, as the case may be;

(3) A foreign LLP or a foreign company may on payment of fee as mentioned in Annexure ‘A’, apply in Form 25 to the Registrar for reserving its existing name by which it is registered in the country of its regulation or incorporation: Provided that such reservation shall be valid for three years but may be renewed on a fresh application along with payment of fee as provided in Annexure ‘A’.

(4) An application for reservation of name with which the proposed limited liability partnership is to be registered or for change of name, as the case may be, shall be made to the Registrar having jurisdiction where the registered office of the limited liability partnership is to be situate.

(5) Every such application shall be in Form 1 and be accompanied by fee as mentioned in Annexure ‘A’ and the Registrar shall inform to the applicant for reservation or non reservation of the changed name or the name with which the proposed LLP is to be registered ordinarily within seven days of the receipt of application.

(6) Where the Registrar informs applicant about reservation of name with which the LLP is to be registered or changed name, as the case may be, such name shall be available for reservation for a period of three months from the date of intimation by the Registrar.

19 (1) A limited liability partnership or a body corporate or any other entity which already has a name which is similar to or which too nearly resembles the name of a limited liability partnership incorporated subsequently, may apply to the Registrar in Form 23 to give a direction to that limited liability partnership incorporated subsequently to change its name.

(2) The application under sub-rule (1) shall state -
(i) the LLPIN of limited liability partnership, or the CIN of the company or the registration number of the other entity as the case may be;
(ii) the name with which the limited liability partnership or the company or any other entity was incorporated or registered; 
(iii) the grounds of objection to the name of the limited liability partnership incorporated subsequently.

(3) The application shall be verified by the person making it.

(4) The person making the application shall attach - 

(a) the authority under which he is making such an application; 
(b) a copy of the incorporation certificate of the limited liability partnership or the company or the registration certificate of the entity, as the case may be,

(5) The application shall be accompanied by a fee as mentioned in Annexure ‘A’.

20 (1) The limited liability partnership may change its name by following the procedure as laid down in the limited liability partnership agreement. Where the limited liability partnership agreement does not provide such procedure, consent of all partners shall be required for changing the name of the limited liability partnership.

(2) Notice of change of name shall be given to the Registrar in Form 5, within 30 days of complying with requirement of sub-rule (1), along with a fee as mentioned in Annexure ‘A’.

(3) The Registrar on being satisfied that the changed name is the one as reserved by him shall issue a fresh certificate of incorporation in the new name and the changed name shall be effective from the date of such certificate.

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