LLP Registration in Kolkata

What is LLP Registration?

LLP Registration refers to the process of legally forming a Limited Liability Partnership (LLP). This business structure combines the benefits of a partnership with the limited liability of a company. LLPs are ideal for businesses seeking operational flexibility and reduced personal risk for their partners.

In an LLP, each partner’s liability is limited to their contribution to the business, meaning personal assets are generally protected from business debts.

Here are the key features of LLP registration in Kolkata:

• Limited Liability
• Separate Legal Entity
• Flexible Management Structure
• No Minimum Capital Requirement
• Lower Compliance Compared to Companies
• Ease of Incorporation
• Perpetual Succession

Benefits of Registering an LLP in Kolkata

Here are the key benefits of LLP (Limited Liability Partnership)company registration in Kolkata:

1. Limited Liability

   Partners are only liable to the extent of their contributions, protecting personal assets from business debts or legal liabilities.
   

2. Separate Legal Entity

   An LLP is distinct from its partners, meaning it can own assets, sue, and be sued independently.
   

3. Flexibility in Management

   LLPs offer a flexible management structure with no requirements for a board of directors, making it easier to run and manage.
   

4. No Minimum Capital Requirement

   There is no minimum capital requirement to start an LLP, making it accessible for startups or small businesses.
   

5. Ease of Formation

   LLP incorporation in Kolkata is straightforward, with online processes simplifying the registration.
   

6. Less Compliance

   LLPs have fewer regulatory compliances compared to companies, making them easier to maintain.
   

7. Perpetual Existence

   The LLP continues to exist regardless of changes in partnership, ensuring business continuity.
   

Eligibility for Registering an LLP in Kolkata

Before you start the LLP company registration process, it’s crucial to understand the eligibility criteria that must be met. From having the right number of partners to ensuring compliance with legal requirements, knowing these prerequisites will make the process smoother and faster. To register in Kolkata, you must meet the following LLP eligibility criteria:

1. Minimum Number of Partners

   An LLP must have at least two partners. There is no upper limit on the maximum number of partners.
   

2. Designated Partners

   At least two designated partners are required, and one of them must be a resident of India.
   

3. Age

   All partners must be over 18 years of age, and there are no restrictions on nationality.
   

4. No Disqualification

   The designated partners should not have been declared insolvent or disqualified under any laws governing business management.
   

Documents Required for LLP Registration in Kolkata

Specific documents are required during the LLP registration in Kolkata to ensure compliance with regulatory norms. Below is a detailed explanation of the necessary LLP registration documents: 

LLP Registration Process in Kolkata

LLP registration in Kolkata requires the following steps to meet legal compliance. Here’s a detailed walkthrough of the LLP incorporation process:

• Step 1: Obtain a Digital Signature Certificate

  The designated partners must acquire a Digital Signature Certificate (DSC) with a one or two-year validity. This is essential for digitally signing the documents submitted to the Registrar of Companies (ROC).
  

• Step 2: Name Reservation via LLP-RUN

  Choose a unique LLP name following the MCA's naming guidelines. Submit the LLP-Reserve Unique Name (RUN) form to the MCA, proposing up to two name options for approval.
  

• Step 3: Draft the LLP Agreement

  Prepare the LLP Agreement to define partner roles, profit-sharing ratios, and other operational details. This agreement is crucial for the partnership’s internal governance.
  

• Step 4: Incorporate the LLP Using FiLLiP

  Complete and submit the FiLLiP (Form for Incorporation of Limited Liability Partnership) form to the Registrar, attaching additional documents like the Subscriber Sheet and Director consent (Form DIR-9).
  

• Step 5: Receive the Certificate of Incorporation

  Once verified by the ROC, you’ll receive the Certificate of Incorporation, officially recognising your LLP.
  

• Step 6: File the LLP Agreement

  Within 30 days of registration, submit the LLP Agreement on the MCA portal using Form 3.
  

• Step 7: Open a Bank Account

Using the LLP’s PAN and TAN, you can open a bank account in the LLP’s name, which is essential for handling its financial transactions.

Selection of a Company Name in Kolkata & Trademark Process

Before initiating the LLP registration process, it is advisable to conduct a thorough search for company registration name availability to ensure compliance with MCA guidelines for your selected name and mark.

Following this, the subsequent step involves the Trademark Registration process, which bestows exclusive rights and establishes a distinct identity. This process entails choosing a unique trademark, appropriately categorising it, and submitting an application to the Trademark Registry along with the necessary documentation.

Try our free instant search feature for Company Names, Trademarks, Domain Names, and Social Media Handles associated with your business name. Access a curated repository of accurate data directly retrieved from the Trademark Database, MCA Database, and more – all conveniently accessible!

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GST Requirements for LLP Registration in Kolkata

Goods and Services Tax (GST) is a value-added tax that is levied on the supply of goods and services in India. If you are planning to register a business in Kolkata, you need to comply with GST requirements. 

As per the GST law, businesses engaged in the supply of goods or services with an aggregate turnover exceeding the prescribed threshold are required to register for GST. 

GST registration of an LLP becomes mandatory when a business's turnover surpasses ₹40 Lakhs (for goods) and ₹20 Lakhs (for services). Nevertheless, certain businesses are mandated to register regardless of whether their turnover is within the predefined threshold. Specifically, all e-commerce operators are required to register under GST, irrespective of their sales turnover.

To initiate GST registration:

• Visit the official GST portal. 
• Complete the registration process online.
• Provide the required information, including business details, PAN, Aadhaar, bank account details, and other relevant documents required for GST registration of LLP.

Upon successful registration, you will be issued a unique Goods and Services Tax Identification Number (GSTIN)- a 15-digit state-wise identifier for businesses. The first 2 digits of the GSTIN represent the GST code of the state/territory, which for Kolkata (West Bengal) is 19.

Example of GSTIN in Kolkata: 19AAAAP0267H2ZN

Issuing GST-compliant invoices, filing regular GST returns, and claiming Input Tax Credit (ITC) are essential practices for businesses operating under the Goods and Services Tax regime. GST-compliant invoices are not only a legal requirement but also foster transparency, facilitate ITC claims, and help avoid disputes with customers and suppliers. Timely filing of GST returns is crucial for maintaining compliance, avoiding penalties, and ensuring accurate reporting of financial transactions, which is vital for effective cash flow management.

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LLP Forms

For a new LLP registration in India, specific forms must be submitted to the Registrar of Companies (ROC) as part of the process. Here’s a rundown of the key LLP registration documents:

1. Form RUN (Reserve Unique Name)

   • Purpose: Reserves the proposed name of the LLP, allowing up to two name options for approval.
     

   • When to file: After obtaining the Director Identification Number (DIN) and before submitting incorporation documents.
     

2. FiLLiP (Incorporation Document)

   • Purpose: Used to officially incorporate the LLP.
     

   • When to file: After reserving the name and drafting the LLP agreement.
     

3. Form 3 (LLP Agreement)

   • Purpose: Files the LLP agreement with the ROC, outlining the rights, responsibilities, and duties of partners.
     

   • When to file: Within 30 days of LLP incorporation.
     

4. Form 8 (Statement of Account and Solvency)

   • Purpose: Files the annual financial details of the LLP, including its solvency status.
     

   • When to file: Within 30 days after the end of the financial year.
     

5. Form 11 (Annual Return)

   • Purpose: Submits the annual return detailing partner contributions and other partnership information.
     

   • When to file: Within 60 days from the end of the financial year.
     

Company Registration Authorities in Kolkata

In Kolkata, the process of registering a company involves interacting with several authorities. Here are the key entities involved in company registration in Kolkata:

1. Ministry of Corporate Affairs (MCA)

   The Ministry of Corporate Affairs is a government ministry responsible for administering the Companies Act and other allied Acts, as well as rules and regulations pertaining to corporate affairs.
   

   The primary objective of the Ministry is to regulate the functioning of companies and ensure transparency and accountability in their operations. The MCA plays a crucial role in registering, regulating, and dissolving companies in India.
   

2. Ministry of Micro, Small and Medium Enterprises (MSME)

   The Ministry of Micro, Small and Medium Enterprises (MSME) in India is a government body dedicated to promoting and developing micro, small, and medium enterprises in the country. 
   

   While not mandatory, opting for MSME/Udyam registration offers various advantages, including tax benefits, simplified business establishment procedures, access to credit facilities, and eligibility for diverse financial incentives and loans.

   For businesses engaged in manufacturing, service industries, or wholesale and retail trade, the opportunity to apply for MSME registration is available, depending upon meeting the eligibility criteria based on annual turnover and investment.

3. Registrar of Companies (RoC)

   The Registrar of Companies (RoC) is a government body responsible for administrating and regulating companies and their affairs in a particular jurisdiction. The RoC operates under the Ministry of Corporate Affairs (MCA) and is a crucial authority involved in the incorporation and ongoing compliance of companies.
   

   The current details of RoC (as of October 2024) for Kolkata: 
   

   • ROC Kolkata
     Email- roc.kolkata@mca.gov.in 
     Nizam Palace, 2^nd MSO Building, 2^nd Floor, 234/4, A.J.C.B. Road, 
     Kolkata-700020, West Bengal.
     

4. Registrar of Firms (RoF)

   The Registrar of Firms is the government body responsible for maintaining the registration of partnerships and overseeing the regulation of partnership firms. Unlike companies, which are regulated by the Registrar of Companies (RoC) under the Ministry of Corporate Affairs, partnerships are governed by the Registrar of Firms under the jurisdiction of the respective State or Union Territory.
   

5. Government of West Bengal

   The West Bengal state government actively engages with diverse regulatory bodies to formulate and implement industrial policies that substantially impact business registration and growth.
   

   • The Kolkata Municipal Corporation is responsible for issuing Trade Licences that are essential for businesses, including sole proprietorships, partnerships, companies, etc.
     

     In the case of Companies/Private Limited Companies, the following documents are to be produced along with the application: Memorandum/Articles of Association; (ii) Declaration in Form No. 32;  Form No. 18; Proof of occupancy. 
     

     In the case of a Partnership Firm, the Partnership deed is to be produced.
     

   • For businesses operating in Kolkata, The Directorate of Commercial Taxes under the Government of West Bengal regulates the registration and implementation of Profession tax under the “West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979”. 
     

     The application for registration can be made online through the PT_Registration module within 90 days from the date of liability. 
     

   • In accordance with the Indian Partnership Act of 1932, the Government of West Bengal has introduced an online platform for the registration of partnership firms. This portal facilitates the submission of online application forms and online payments, the tracking of application status, and obtaining the final certificate through online processes.

   • Shop and commercial establishment owners in Kolkata can register with the Department of Labour to operate legally under the West Bengal Shops And Establishments Act of 1963.

6. Income Tax Department

   The Income Tax Department, West Bengal & Sikkim Region oversees the tax-related aspects of businesses, which includes issuing Permanent Account Numbers (PAN), Tax Deduction and Collection Numbers (TAN) and ensuring compliance with income tax regulations.
   

   Businesses in sectors such as insurance, financial services, broadcasting, and defence-related services must secure additional approvals and clearances from specific regulatory bodies like the Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Securities and Exchange Board of India (SEBI), Ministry of Defence, etc. These steps are crucial for ensuring legal and secure operations.
   

Types of Companies You Can Register in Kolkata

In Kolkata, you have the option to register companies based on your business requirements and structural preferences. Here are some commonly chosen types:

1. Private Limited Company

   This structure, operating under the regulations of the Companies Act, is often the preferred choice for startups and businesses.

   

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2. Limited Liability Partnership (LLP)

   Established in accordance with the Limited Liability Act of 2008, an LLP provides limited liability and is commonly favoured by professionals and service providers.

   

   Register your Limited Liability Partnership in just ₹1,499 + Govt. Fee

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3. One Person Company (OPC)

   Tailored for individuals looking to establish a company with limited liability and single ownership.

   

   Register your One Person Company in just ₹1,499 + Govt. Fee

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4. Public Limited Company

   A regulated business structure suitable for large multinational corporations, a Public Limited Company issues shares to the public for fundraising.

5. Sole Proprietorship

   Ideal for small businesses and freelancers, Sole Proprietorship involves a single owner personally liable for all business obligations.

6. Partnership Firm

   As per the Indian Partnership Act, a Partnership is formed when two or more individuals jointly assume responsibilities, share profits, and shoulder liabilities.

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Checklist for the LLP Registration in Kolkata

Here’s an overview of LLP registration checklist in Kolkata:

• Select Designated Partners

• Secure a DSC for all designated partners

• Choose a unique and compliant name for the LLP

• Submit the LLP- RUN form to the MCA

• Prepare the LLP Agreement

• Complete the FiLLiP & attach the required documents

• Obtain Certificate of Incorporation (COI)

• Submit Form 3 on the MCA portal

• Open a bank account in the name of the LLP

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