Rules 11-14 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 11 to 14 sit in Chapter IV and cover the first steps of forming an LLP. They say where the incorporation document is filed, how foreign signatories authenticate their signatures, where the statement required by section 11(1)(c) of the Act appears, and how the Registrar records the new LLP and gives it an LLPIN. This article explains them as notified in 2009.
The incorporation document is filed in the prescribed form with the Registrar having jurisdiction over the State of the proposed registered office (rule 11). Foreign nationals residing outside India in Hague Apostille Convention countries must have their signatures and addresses notarised in their country and apostillised (rule 12). The section 11(1)(c) statement is in Part B of the same form (rule 13). The Registrar keeps a Register of LLPs in order of registration and every LLP gets an LLPIN in one consecutive series (rule 14). These rules have been amended since 2009; check the current process.
Read this first: the 2009 text and later amendments
This article reports what rules 11 to 14 provided as notified on 1 April 2009. The Rules have been amended several times since, including the incorporation process, the forms used and the fees. Check the MCA portal and the current Rules before acting. This article states no fee, no form field detail and no portal step, and it refers to the form "prescribed for this purpose" rather than describing the 2009 form.
The rules implement sections 11, 12 and 14 of the LLP Act, 2008. See Section 11: incorporation document and Section 14: effect of registration. For the present-day incorporation route, our LLP registration service handles it from name approval to certificate.
Rule 11: filing the incorporation document
Rule 11 says that "for the purposes of section 11", the incorporation document shall be filed in the prescribed form "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 provided in the annexure.
Two points follow from the words.
- Which Registrar. The jurisdiction depends on the State of the proposed registered office, not on where the partners live. If the partners live in Delhi but the LLP's registered office is to be in Maharashtra, the filing goes to the Registrar covering Maharashtra.
- The registered office is "to be situated". The registered office does not yet exist when the document is filed. The proposed address decides the Registrar.
Example. Three friends, Tara, Uday and Varun, live in Pune and plan Tara Uday Varun Advisors LLP with its office in Pune. The Registrar having jurisdiction over Maharashtra is the right Registrar under rule 11. If they later move the registered office to another State, rule 17 deals with that; see the article on change of registered office.
Rule 12: foreign nationals residing abroad
Rule 12 applies to "foreign nationals residing outside India in countries signatory to the Hague Apostile Convention, 1961" who seek to register an LLP in India. For them, the signatures and addresses on the incorporation documents, and proof of identity where required, "shall be notarized before the notary of the country of their origin and be duly apostillised in accordance with the said Hague Convention".
| Element | What rule 12 says |
|---|---|
| Who | Foreign nationals residing outside India, in countries signatory to the Hague Apostille Convention, 1961 |
| What is authenticated | Signatures and address on the incorporation documents; proof of identity where required |
| How | Notarised before a notary of the country of origin, then apostillised under the Convention |
Note the exact limits. The rule speaks of foreign nationals who both reside outside India and live in Convention countries. It does not say what applies to foreign nationals residing in India, or to those from countries outside the Convention. The text is silent on both. Also, the rule says "country of their origin" for the notary, although the first part speaks of the country of residence; the two may differ, and the text does not address that. The rule also misspells "Apostille" as "Apostile"; it is a spelling slip in the original and does not affect meaning.
Rule 13: the statement under section 11(1)(c)
Section 11(1)(c) of the Act requires a statement to accompany the incorporation document. Rule 13 says this statement "shall be in the format provided in Part B of" the same form. So the form has two parts: Part A is the incorporation document itself and Part B is the statement. The contents of the statement are set by the Act and by the form, and this article does not describe the 2009 form. For the Act's requirement, read the Act article on section 11.
Rule 14: the Register of LLPs and the LLPIN
Rule 14(1) says that "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". The register is chronological. It is kept in the Registrar's office.
Rule 14(2) says every LLP so registered "shall be assigned a LLP identification number (LLPIN) in one consecutive series". The number is therefore a unique running serial. Rule 3(2) requires every LLP to put its LLPIN on forms. For the meaning and uses of the LLPIN, see our post on what an LLPIN is.
The rule does not describe the format of the number, only that it is one consecutive series. It also does not say whether there is one register for the whole country or one in each Registrar's office; the text speaks of "the office of Registrar".
How the four rules fit together
| Rule | Step | Who acts |
|---|---|---|
| 11 | Incorporation document filed with the Registrar of the State of the proposed registered office | Subscribers / the persons forming the LLP |
| 12 | Foreign signatories' documents notarised and apostillised | Foreign nationals residing abroad in Convention countries |
| 13 | Statement under section 11(1)(c) given in Part B | The persons filing |
| 14 | Registration entered in the Register of LLPs; LLPIN assigned | The Registrar |
Practical points
- Decide the State of the registered office before filing; that fixes the Registrar.
- If a foreign national is to be a partner, start the notarisation and apostille early, as they involve another country's formalities.
- Use the LLPIN on every later filing.
- For the present-day incorporation procedure, forms and checks, rely on the MCA portal; the 2009 steps may no longer apply.
Need help incorporating an LLP?
The right Registrar, the right signatory formalities and a clean set of documents save rework. Our LLP registration team can handle the current incorporation process for you, including where a foreign partner is involved.
Key takeaways
- The incorporation document goes to the Registrar having jurisdiction over the State of the proposed registered office (rule 11).
- Foreign nationals residing outside India in Hague Convention countries must have signatures and addresses notarised and apostillised (rule 12).
- The section 11(1)(c) statement is in Part B of the form (rule 13).
- The Registrar keeps a Register of LLPs in the order of registration, and each LLP gets an LLPIN in one consecutive series (rule 14).
- All of this is as notified in 2009; check the current Rules and MCA portal.
Read next
- Rules 15-16: service of documents and address for service
- Rule 17: change of registered office
- Rule 18: name of LLP, restrictions and reservation
- Section 12: incorporation by registration
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009. The Rules have been amended several times since; current forms, fees and time limits must be checked before acting. This article is general information, not legal advice; check the official text before acting.