New RUN-LLP Form for Limited Liability Partnership

Process Re-engineering of LLP-Incorporation related forms – Precautions to be taken by professionals and users

In the wake of successfully initiating Ease of Doing Business(EoDB) reforms by introducing game changing, simplified and integrated procedures viz. SPICe (Simplified Proforma for Incorporating Company electronically), Reserve Unique Name(RUN) for starting a business in India, the Ministry of Corporate Affairs has now launched another major reform by way of process reengineering of incorporation of Limited Liability Partnership(LLP) as well on a big scale.

2. LLP (Second Amendment) Rules, 2018:

The much awaited Limited Liability Partnership
(Second Amendment) Rules 2018 containing the relevant revised rules and incorporation related
eform layouts have been notified on 18th September 2018 which would come into effect from 02nd
October 2018. The said amendment rules contain changes as detailed below:

(i) Introduction of a Web Service titled ‘RUN-LLP (Reserve Unique Name – Limited Liability Partnership)’ replacing the erstwhile Form 1 (Application for reservation or change of name).

(ii) Introduction of a new integrated Form christened FiLLiP (Form for incorporation of
Limited Liability Partnership) replacing the erstwhile Form 2 (Incorporation document and
subscriber’s statement) combining therein 3 services i.e.,

a) Name reservation.
b) Allotment of Designated Partner Identification Number(DPIN/DIN).
c) Incorporation of the LLP.

3. Change in the Processing of eForms:

The applications which would be submitted using the
web-service/eForms viz. RUN-LLP, FiLLiP, Form 17, Form 18 and Form 5 would be processed
at a Centralised location by the Registrar, Central Registration Centre(CRC) for and on behalf of
the jurisdictional Registrar. The centralized registration process is likely to bring down the
processing time to D+1 Day akin to Companies’ Incorporation forms and thus spur the growth of
business in our country.

4. RUN-LLP (Reserve Unique Name – Limited Liability Partnership)

(i) RUN-LLP would be a simple and easy to use Web Service for reserving a name for a new
LLP or for Change of Name of any existing LLP with only 4 relevant fields. The new web
service would replace the existing Form 1 which contains 15 fields (4 pages) for reservation
of name/change of name of LLP.
(ii) This is a ‘post-login’ service and existing users would need to login into their account using
their credentials. New users are required to create a login account first before using the
service.

(iii) As shown above the service contains following simple fields apart from radio
buttons for choosing ‘New Service or Resubmission’:

a) New Incorporation/ Conversion: User has to select whether name reservation is for
New incorporation/ Conversion of firm into LLP/Conversion of private company/unlisted public company into LLP.

b) LLPIN/CIN: User shall enter LLPIN in case of name reservation for change of
existing name of LLP. CIN shall be entered in case of Conversion of private company/unlisted public company into LLP.

c) Proposed name 1 and 2: User may enter up to two proposed names for reservation.

d) Comments: User needs to mention the objects of the proposed LLP and any other
relevant comments.

Note: DPIN/DIN/DSC would no more be a pre-requisite for Name reservation through RUN-LLP.

5. Form for incorporation of Limited Liability Partnership (FiLLiP) (vis-à-vis existing Form
2):

(i) New field ‘whether name is already approved by Registrar of Companies’ is introduced to
accommodate names approved through RUN-LLP and reservation of name through FiLLiP.

(ii) New field 2(a) ‘Type of incorporation’ inserted to enables users to prefill/enter the type of
incorporation (New incorporation/ Conversion of firm into LLP/Conversion of private
company/unlisted public company into LLP).

(iii) New field introduced to enable the user to enter the number of designated partners/partners in a tabular format. Based on the number in the table, relevant section shall be enabled to provide the details.

(iv) Each category of partner/designated partner (except non-individual partner/designated partner is divided into two types, one having DIN/DPIN and another not having DIN/DPIN.

(v) In case of Body Corporate Designated Partners / Body Corporate Partners, count needs to
be entered in the column for ‘not having DIN/DPIN’.

(vi) In case of Body Corporate Designated Partner, details of having DIN/DPIN or not
having DIN/DPIN shall also be provided for the ‘Nominee of Bodies Corporate Designated
Partners’

(vii) In case individual designated partner/nominee of Body Corporate designated
partner is not having DIN/DPIN, all the relevant details pertaining to DIN/DPIN allotment
shall be entered in the relevant section.

(viii) Maximum of two DINs/DPINs can be allocated through FiLLiP.

(ix)In case FiLLiP is getting filed for name reservation, user need to enter ‘proposed name’
(only one name is allowed) and other relevant details of name reservation.

(x) Relevant attachments pertaining to the name reservation/DIN allotment through FiLLiP
got included in the form.

(xi)In case none of the Designated Partners have DIN/DPIN, the form can now be signed by
providing PAN details of the Designated Partner.

6. Changes done in other form fields:

(i) Relevant form layout and validation changes to accommodate RUN-LLP SRN in Form17,
Form 18, Form 2A and Form 5.
(ii) Form 5 Shall now be processed under Non-STP mode.
Note: Please refer to the revised eforms notified vide Limited Liability Partnership (Second
Amendment) Rules dated 18th September 2018 for more clarity.

7 Precautions to be taken by users/Professionals

7. Precautions to be taken by users/Professionals for successful submission of RUNLLP/FiLLiP:

(i) The same user login ID which was used for reserving the name through RUN-LLP has to
be used for submitting and uploading FiLLiP.
(ii) Names already approved in Form 1 can be used while Incorporating an LLP through
FiLLiP.
(iii) It is advisable to be familiar with the Limited Liability Partnership Rules 2009, as
amended, and conduct your own Name and Trade Mark search, (the links for which are
available under ‘MCA Services’ of the portal).
(iv) Ensure to attach the No Objection Certificates(NOCs)/Central Government
approval wherever necessary as per the LLP Rules, 2009.
(v) In case of conversion of company into LLP, ensure that the proposed LLP name is same as
the Company name

Conclusion: Further, users and professionals are also advised to take note of the following
changes at a glance captured in the Table:

Process of Re-engineering of LLP Incorporation Related Forms