Subscriber Sheet for LLP – Format, Mandatory Details & Legal Requirements

The Subscriber Sheet is a key document for forming an LLP. It shows that the first partners (subscribers) agree to start the LLP and confirm their contribution (capital). As per LLP rules, this sheet must be printed, signed in physical ink (wet signature) by all partners, and attested by a witness (professional). It records the partner names, roles, signatures, and witness details needed to legally complete incorporation. Below is a simple, ready-to-use explanation of the format, mandatory details, and legal requirements.

Subscriber Sheet Format

This table must be printed, physically signed, and witnessed.

Sample format of Subscriber Sheet for LLP

Mandatory Details

To keep the Subscriber Sheet valid and acceptable:

• Subscriber Name: Write the full name of every partner.
  If a company/body corporate is a partner, mention the nominee’s name signing for it.

• Designation: Clearly mention whether the subscriber is a: Partner / Designated Partner / Nominee

• Signatures: All subscribers must do wet signatures (pen on paper). Digital signatures are not used on this physical subscriber sheet.

• Witness Details: The witness must write:

  • Full name

  • Full address

  • Profession (CA/CS/CMA/Advocate)

  • Membership numbers confirm the signatures are genuine.

Legal Requirements

• Minimum subscribers: LLP incorporation needs at least 2 subscribers (partners).

• Consent of Designated Partner: Designated Partners must also give consent to act (commonly Form 9).

• Declarations: Partners usually confirm they are not disqualified / not convicted for fraud-related offenses (as required in incorporation declarations).

• Supporting proofs: Identity and address proofs (like PAN + address proof) are generally kept/attached for verification as per filing practice.

What Is a Subscriber Sheet in a Limited Liability Partnership (LLP)?

The Subscriber Sheet is the fundamental legal instrument executed during the formation of an LLP. It acts as the formal "subscription" document where the initial partners (subscribers) affix their signatures to evidence their agreement to incorporate the Limited Liability Partnership. It serves as the physical proof of the partners' intent to associate and form the entity under the LLP Act, 2008.

Purpose During Incorporation

The primary function of the Subscriber Sheet is to legally bind the founding partners to the LLP's formation. Its key purposes include:

• Formal Consent: It captures the unequivocal consent of individuals or nominees to become partners or designated partners of the proposed LLP.

• Verification of Identity: It provides a verified record of the subscribers' names, designations, and signatures, authenticated by a witness.

• Statutory Declarations: It serves as the medium for partners to declare they have not been convicted of offenses involved in the promotion, formation, or management of an LLP, nor found guilty of fraud or misfeasance in the last five years.

Why MCA Requires It?

The Ministry of Corporate Affairs (MCA) mandates this document to ensure strict regulatory compliance and traceability of the LLP's founders:

• Validation of Intent: It ensures that the application for incorporation is not frivolous and that real, identifiable persons (or body corporates) are standing behind the entity.

• Professional Certification: By requiring the signature of a witness (typically a CA, CS, or Advocate) along with their professional membership number, the MCA ensures that a regulated professional has verified the subscribers' identities and signatures.

• Liability & Disqualification Check: It acts as a certified statement that the designated partners are not disqualified under the Act to hold the position.

How the Subscriber Sheet Is Used in LLP Incorporation Filing

The Subscriber Sheet is not just a formality; it is a critical evidentiary document used by the Central Registration Centre (CRC) to validate the "intent to incorporate." In the digital MCA V3 ecosystem, it bridges the gap between the online form and physical consent.

Here is how it is used step-by-step during the filing process:

1. Physical Execution (The "Offline" Phase)

Before you can file online, the Subscriber Sheet must be executed physically. The MCA V3 portal does not allow digital signatures (DSC) directly on this specific attachment; it requires "wet ink" signatures.

• Printing: The table is printed on plain A4 paper (or stamp paper if required by your specific state's Stamp Act).

• Signing: Each partner (or nominee) must physically sign the document in the presence of a witness.

• Witnessing: A practicing professional (CA/CS/CWA) or an advocate must sign and affix their membership details to certify that the subscribers are real and eligible persons.

2. Digitization & Validation

Once signed, the sheet is converted into a digital format for the FiLLiP (Form for incorporation of Limited Liability Partnership) application.

• Scanning: The physical sheet is scanned into a PDF format.

• Size Limit: The file size must be kept under 2MB to ensure a successful upload.

• Legibility Check: The CRC officer will visually compare the signatures on this sheet against the self-attested PAN cards attached elsewhere. Blurry scans often lead to Resubmission (RSUB).

3. Attachment to Form FiLLiP

In the MCA V3 portal, the Subscriber Sheet is uploaded as a mandatory attachment to the FiLLiP web form.

• Section: It is uploaded under the specific attachment category: "Subscribers' sheet including consent".

• Data Validation: The RoC/CRC cross-verifies the "Total Contribution" mentioned in the online FiLLiP form against the details in this sheet (if capital is specified here) and the LLP Agreement filed later.

4. Legal Record Creation

Upon approval:

• The Subscriber Sheet becomes a permanent part of the LLP's registered documents.

• It serves as the primary evidence of the "Date of Subscription," which establishes the partners' liability from the very first day of the LLP's existence.

Legal Basis of Subscriber Sheet Under the LLP Act, 2008

The Subscriber Sheet is not merely a procedural requirement; it is a statutory mandate derived directly from the Limited Liability Partnership Act, 2008. Its execution satisfies three critical legal provisions:

1. The Mandate to Subscribe (Section 11)

Section 11(1)(a) of the LLP Act is the primary legal driver for this document. It states that for an LLP to be incorporated:

• Two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document.

• Significance: This "subscription" is the legal act of joining the LLP. The physical signature on the sheet acts as the irrefutable evidence that the person has "subscribed" their name to the entity.

2. Consent of Designated Partners (Section 7)

While the "Subscriber Sheet" lists the partners, the Consent Form (Form 9)- often attached within the same PDF file is governed by Section 7(3) of the Act.

• Requirement: An individual cannot become a Designated Partner unless they have given their prior consent to act as such.

• Compliance: This is why the document includes the specific declaration: "I hereby give my consent to act as designated partner... pursuant to Section 7(3) of the Act.

3. Regulatory Rules (LLP Rules, 2009)

The format and execution are further governed by the LLP Rules 2009:

• Rule 7 & Rule 10(8): These rules prescribe that the consent must be in Form 9, which is the template used for the declarations in your uploaded file.

• Rule 11: Specifies that the incorporation document (FiLLiP) must be filed with the Registrar, and the Subscriber Sheet is the mandatory "Part B" attachment to this filing.

Who Can Be a Subscriber in an LLP?

Under the LLP Act, 2008, a “subscriber” means any person who puts their name on the incorporation document. The law allows many types of persons and entities to become subscribers, as long as they are not legally disqualified.

Eligible Subscribers

Natural Persons (Individuals): Any individual who is of sound mind and legally capable of entering into a contract can be a subscriber. This includes Indian citizens and foreign nationals (keeping in mind the residency/compliance requirements for Designated Partners).

• Body Corporates: The following entities are treated as “body corporates” and are eligible to subscribe to an LLP.

• Companies: An Indian company (private or public) incorporated under the Companies Act, 2013.

• Limited Liability Partnerships (LLPs): An already registered LLP in India.

• Foreign Companies/LLPs: A company or LLP incorporated outside India.

• Nominees: If a body corporate becomes a subscriber, it must appoint a natural person as its nominee to sign the Subscriber Sheet and represent it for incorporation purposes.

Who Cannot Be a Subscriber (Disqualifications)

A person cannot be a partner/subscriber if:

• They have been declared of unsound mind by a competent court.

• They are an undischarged insolvent.

• They have filed an insolvency application, and it is still pending.

Is the Subscriber Sheet Mandatory for LLP Incorporation?

Yes. The Subscriber Sheet is an absolute prerequisite for incorporating an LLP in India. It is not optional.

MCA Filing Requirement

• Attachment to Form FiLLiP: The Subscriber Sheet is a mandatory attachment to the FiLLiP (Form for incorporation of Limited Liability Partnership) eForm on the MCA V3 portal.

• Proof of Subscription: It serves as the physical proof required under Section 11(1)(a) of the LLP Act, which states that two or more persons must subscribe their names to the incorporation document.

• Verification: The Registrar of Companies (RoC) uses this document to verify that the digital data entered in the FiLLiP form matches the physical intent of the partners.

Consequences of Non-Submission

Failure to attach a valid, signed, and witnessed Subscriber Sheet will result in:

1. Immediate Rejection (RSUB): The Central Registration Centre (CRC) will flag the application for "Resubmission" (RSUB). You will be asked to upload the missing or corrected attachment.

2. Defective Filing: If the sheet is attached but lacks witness details or mandatory declarations, it is treated as a defective document, delaying the incorporation process.

3. Legal Invalidity: Without this physical subscription, the formation of the LLP lacks the statutory basis required by the LLP Act, rendering the application void.

Mandatory Details Required in LLP Subscriber Sheet

To file an LLP incorporation application smoothly (without MCA resubmission), the LLP Subscriber Sheet must contain complete and accurate partner details. This sheet works as formal proof of who is forming the LLP and what each partner is contributing.

1) Name of Each Partner (Subscriber)

• Full name exactly as per PAN/Aadhaar/Passport (avoid spelling mismatch)

2) Partner’s Identification Details

• DIN/DPIN (Designated Partner Identification Number) if applicable

• PAN (commonly required for Indian partners)

• For foreign nationals: Passport number (and related ID details)

3) Address and Contact Details

• Residential address (as per valid address proof)

• City, State, PIN code (ensure it matches the proof)

4) Contribution / Capital Details

• Contribution amount of each partner (capital introduced)

• Type of contribution (cash/other) if mentioned in your format

5) Designation in the LLP

• Clearly mention whether the subscriber is:

  • Partner, or

  • Designated Partner

6) Signatures of Partners

• Each partner must sign in the relevant place

• Signatures should match the identity proof style as closely as possible

7) Date and Place of Signing

• Date of execution

• Place (city) where the sheet is signed

8) Witness Details

• Name of witness

• Address of witness

• Signature of witness
  (Some formats also include witness occupation/ID details—add if your template asks.)

Common Errors to Avoid in LLP Subscriber Sheet

Many LLP incorporation filings get delayed or returned because the Subscriber Sheet has small but critical mistakes. This section highlights the most common errors so you can avoid resubmission and ensure smooth approval.

• Do not forget- every subscriber has to sign, otherwise it gets stuck.

• Make sure the witness signs too, and fills in full details (name, address, signature).

• Double-check spellings and basic details like name, PAN, and address- small typos cause big delays.

• Whatever you write on the Subscriber Sheet should match exactly with what you enter in FiLLiP.

• Keep the serial numbers and partner details properly aligned- no mix-ups.

• Use the same name format as your PAN/ID, not short forms or different spellings.

• If a company/LLP is subscribing, do not skip the nominee part- someone must sign on their behalf.

• And yes, the nominee should have proper authority/approval, wherever required.

• Don’t leave the date or place blank- fill it neatly and consistently.

• Avoid cutting/overwriting- if you correct anything, get it countersigned properly.

• This sheet must be physically signed first, then scanned and uploaded- don’t upload an unsigned copy.

• Upload a clear scan- blurred pages almost always lead to resubmission.

FAQs

Q1. Can a Body Corporate be a subscriber in an LLP?

Yes. Under the LLP Act, 2008, a “body corporate” (like a private limited company or even a foreign company) can become a partner and subscriber in an LLP.

How it works: Since a company is not a natural person, it can’t sign documents physically, so it appoints a nominee (individual) through a Board Resolution to sign the Subscriber Sheet and represent the company.

Restriction: A body corporate can be a partner, but it cannot act as a Designated Partner in its own name- its nominee must take that role.

Q2. Is stamp duty required on the Subscriber Sheet?

It depends on the state.

General practice: For FiLLiP filing, the Subscriber Sheet is typically printed on normal paper and uploaded as a scanned PDF. Most of the stamp duty is usually paid later on the LLP Agreement (Form 3) after incorporation.

State-wise rule: Some states (like Maharashtra or Delhi) may require a small stamp duty on subscription-type documents under their stamp laws. In such cases, it may be safer to use stamp paper or franking before scanning. Always verify the requirement under your State Stamp Act.

Q3. Can the Subscriber Sheet be changed after filing?

No. The Subscriber Sheet is treated as the original record of who formed the LLP at the time of incorporation. After the Certificate of Incorporation is issued, the subscriber details cannot be altered.

Q4. How many subscribers are required to register an LLP?

Minimum two subscribers are required to register an LLP.

Requirement: The LLP Act requires at least two persons (individuals or body corporates) to subscribe to the incorporation document.

Maximum: There is no fixed upper limit on the number of subscribers/partners.

Designated Partners: Out of the subscribers, at least two must be Designated Partners, and at least one must be a Resident in India.