Introduction

Incorporating a Limited Liability Partnership (LLP) in India involves a streamlined, online process through the Ministry of Corporate Affairs (MCA) portal. However, despite the efficiency of the process, several applications for LLP registration are rejected or sent back for re-submission due to errors, omissions, or non-compliance with legal requirements. These rejections can delay the business launch and may result in additional costs. This article explains the common reasons for LLP rejection during incorporation and how they can be avoided through proper planning and accurate documentation.

Improper or Conflicting LLP Name

One of the most frequent causes of rejection is selecting a name that is identical or too similar to an existing LLP, company, trademark, or violates the naming guidelines set by the MCA. Names that contain offensive words, misleading terms, or require prior approval from regulatory authorities (like RBI, SEBI) without such approvals are often rejected. It’s important to conduct a thorough name search before applying through the RUN-LLP (Reserve Unique Name) service.

Incorrect or Incomplete Documentation

LLP incorporation requires supporting documents such as address proof, identity proof, PAN, photographs, and NOC from the property owner for the registered office. Rejection may occur if these documents are missing, improperly scanned, unreadable, not self-attested, or not in the prescribed format. All uploaded documents must be clear, current, and consistent with application details.

Non-compliance with Designated Partner Requirements

Each LLP must have at least two designated partners, one of whom must be a resident in India. If this condition is not met, the incorporation application is liable for rejection. Additionally, proposed designated partners must have valid DIN (Director Identification Number) or apply for it in Form FiLLiP. Any mismatch or invalid data related to DIN, PAN, or date of birth may result in rejection.

Defective or Incomplete Form FiLLiP

Form FiLLiP, the primary incorporation form, must be filled out accurately. Rejections often occur due to errors such as inconsistent spellings, incorrect partner details, mismatched DIN numbers, or failure to attach necessary documents. The MCA system may automatically reject forms with missing fields or incorrect DSC (Digital Signature Certificate) attachments.

Failure to File Form 3 in Time

After incorporation, LLPs must file Form 3 within 30 days to register the LLP Agreement. If Form 3 is not filed or is filed late without proper explanation or documentation, the incorporation may be canceled or kept in abeyance. A missing LLP Agreement, which governs partner rights and business objectives, is a critical compliance lapse.

Mismatch in Registered Office Details

The registered office address must be valid and supported by proper documentation such as utility bills, rent agreement, or NOC. If the address is incomplete, false, or unverifiable, or if documents are outdated, the incorporation may be rejected or delayed for resubmission.

Improper Use of DSC

All filings must be digitally signed using valid Class 3 DSCs of designated partners. If the DSC is expired, revoked, or does not match the signatory’s details, the filing will not be accepted. Additionally, incorrect authorization roles in the MCA portal (e.g., selecting the wrong person as the DSC signatory) can lead to technical rejections.

Failure to Comply with FDI Rules (If Applicable)

If foreign nationals or entities are involved as partners in the proposed LLP, their participation must comply with Foreign Direct Investment (FDI) guidelines. Non-compliance with FEMA regulations, missing consularized documents, or failure to mention foreign participation properly in Form FiLLiP can lead to automatic rejection.

Conclusion

LLP incorporation may be rejected due to naming issues, document errors, technical form mistakes, non-compliance with partner eligibility, or procedural lapses. To ensure a smooth registration, applicants must prepare all documents meticulously, verify compliance with legal and regulatory requirements, and double-check every detail in the e-forms. Consulting a professional and following MCA guidelines can significantly reduce the risk of rejection and help establish the LLP efficiently and accurately.

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