LLP Registration

A Limited Liability Partnership (LLP), governed by the LLP Act, 2008, combines a partnership’s operational flexibility with a company’s limited-liability protection. Partners’ liability is limited to their agreed contribution — personal assets are protected. It is ideal for professional firms (CA/CS/lawyers/architects), consultants, freelancers and small trading/e-commerce businesses that want a separate legal entity with low compliance. It is regulated by the MCA.

An LLP needs a minimum of 2 partners with no maximum limit, and at least two must be designated partners (with a DPIN and DSC). There is no minimum capital requirement — you can start with any contribution. At least one designated partner must be resident in India. We advise on partner roles and the contribution structure to suit your business.

The steps: obtain Class-3 DSCs for designated partners; reserve the name via RUN-LLP; file the FiLLiP form (which integrates DPIN allotment and PAN); and after the Certificate of Incorporation, file the LLP Agreement in Form 3 within 30 days. The LLP Agreement is the most important document — it defines rights, duties and profit-sharing. We handle the full process end-to-end.

The total cost depends on factors like the number of partners (DSC count), your state’s stamp duty on the LLP Agreement (which varies by state and capital contribution), the government filing fees (which scale with contribution), and professional charges for drafting and filing. Because these vary by case, we provide a customised quote based on your requirements after understanding your partner count, contribution and state.

Every LLP must file two MCA forms each year — Form 11 (Annual Return) by 30 May and Form 8 (Statement of Account & Solvency) by 30 October — plus its income-tax return (ITR-5). LLPs are among the lowest-compliance structures, but the filings are mandatory even with nil activity. We manage the full annual cycle with deadline reminders.

Late filing of Form 8 or Form 11 attracts a penalty of ₹100 per day, per form, with NO upper cap. Because there is no ceiling, delays compound quickly — a few months’ delay on both forms can run into tens of thousands of rupees. This makes on-time annual filing especially important for LLPs; we track every deadline to avoid these uncapped fees.

An LLP requires a statutory audit only if its annual turnover exceeds ₹40 lakh OR its contribution exceeds ₹25 lakh. Below both thresholds, no mandatory audit is required — only the two MCA filings and the income-tax return. A separate tax audit under Section 44AB may apply by turnover; its non-compliance penalty (Section 271B) is 0.5% of turnover, capped at ₹1.5 lakh.

Both offer limited liability and separate legal status. Choose an LLP for lower compliance and pass-through-style taxation if you won’t raise equity. Choose a Private Limited Company if you plan to raise VC/angel funding (LLPs cannot issue equity to investors) or want ESOPs and a share-capital structure. A single-founder may also consider a One Person Company. We help you pick based on funding plans and compliance appetite.

Yes — foreign nationals and NRIs can be partners/designated partners in an LLP, subject to FDI rules (FDI is permitted under the automatic route in LLPs operating in sectors with 100% FDI and no performance-linked conditions). At least one designated partner must be resident in India. Foreign partners need documents apostilled/notarised as applicable. We advise on the FDI and documentation requirements for foreign-partner LLPs.

An LLP is taxed at the entity level, and the share of profit distributed to partners is exempt in their hands under Section 10(2A) — avoiding the dividend-style double taxation a company faces. Partner remuneration and interest on capital are deductible within the limits of Section 40(b). This pass-through-style treatment is a key reason professionals and small firms prefer the LLP structure.