Limited Liability Partnershipregistration in India.
An LLP is its own legal entity, owned by partners under a written agreement. Personal assets are protected from business debts, and the yearly paperwork is far lighter than a Pvt Ltd. The structure most professional firms and family-run businesses settle into.
How an LLP is formed
From name reservation to the LLP Agreement on file.
How the FiLLiP filing works
An LLP is registered through one online form called FiLLiP, filed with the Ministry of Corporate Affairs. It handles everything in one go: reserving the name, getting partner IDs (DPINs) for new designated partners, and forming the LLP itself.
What the form actually does
- RUN-LLP (optional)An optional first step to lock the name before the main filing. You give two name choices; the Ministry usually approves one within 2–3 working days.
- FiLLiPThe main form. Carries partner details, capital contribution, and registered office address. Also gets ID numbers (DPINs) for any new designated partners.
- Form 3The LLP Agreement filing. Must be done within 30 days of incorporation. The agreement is printed on stamp paper at the rate set by your state.
Every form is digitally signed by the designated partners and certified by a Practising Company Secretary before filing.
Documents you will need to send
For each partner
- PAN card
- Aadhaar (Indian residents) or apostilled passport (foreign / NRI)
- Latest address proof — bank statement or utility bill
- Passport-size photograph
- Specimen signature
For the registered office
- Latest utility bill (within two months)
- No-Objection Certificate from the owner, if rented or residential
- Rental agreement, if the premises is rented
Done within 10 working days
Start to finish in about ten working days, including the Ministry's approval window. Most cases land closer to eight.
- Days 1–2
Online filing, payment, KYC, and documents
You complete the online form and pay. A short video KYC is scheduled for each designated partner's digital signature. KYC papers, office address proof, and the No-Objection letter are uploaded and checked.
- Days 2–4
Name reservation
Two proposed names are submitted in your order of preference. An availability check is run before filing. The Ministry usually approves within 2–3 working days. The reservation holds the name for 90 days.
- Days 4–6
LLP Agreement drafted
The LLP Agreement is drafted to your partner mix — capital contribution, profit-sharing, decision rights, designated-partner powers, exit and dissolution provisions.
- Days 6–8
FiLLiP filed with PCS certification
Once the name is approved, FiLLiP is filed with all attachments, signed by a Practising Company Secretary.
- Days 8–10
Ministry approval and Form 3 filing
The Ministry processes within 2–5 working days. The Certificate of Incorporation arrives in your dashboard. Form 3 (the LLP Agreement filing) is done within 30 days as part of the engagement.
Our fee
₹8,000flat for a standard two-partner LLP.
Government fees extra. Your exact all-in number appears in the online form before any payment is taken.
The first 30 days after MCA approval
The Certificate of Incorporation is issued and the LLP becomes a registered legal entity from that date. Three things follow in the first month — all part of the incorporation engagement.
LLP Agreement filed (mandatory within 30 days)
The LLP Agreement is printed on stamp paper at your state's rate, signed by all partners, and filed with the Registrar (Form 3). Miss the 30-day window and the additional fee is a multiplier of the normal filing fee that climbs sharply with delay — 1× → 4× → 10× → 15×, up to 25× for a small LLP and 50× for a larger one.
Bank account opened
Certified copies of the Certificate of Incorporation, LLP Agreement, and partner KYC are needed to open the account with the chosen bank.
PAN and TAN delivered
Both are allotted alongside incorporation. Soft copies appear in your dashboard within 24 hours of approval.
Year-one calendar
The yearly routine starts from the first full financial year after incorporation.
- Annual return (Form 11)By 30 May each year
- Statement of accounts (Form 8)By 30 October each year
- Partner KYC (each designated partner)Once every three years, by 30 September
- Income-tax returnBy 31 October (audit cases)
- Statutory auditOnly if turnover > ₹40L or contribution > ₹25L
Understanding the LLP
The structural background — read at your pace, in any order.
What an LLP actually is
An LLP is a mix of two things — the easy, flexible feel of a partnership and the personal-asset protection of a company. Under Indian law, the LLP is treated as its own legal entity, separate from the partners who run it.
Four big benefits come with this structure:
The LLP is its own person
In law, your LLP is treated as a separate person from you. It can own property, hold a bank account, sign contracts, and even be taken to court — all under its own name, not yours.
Your personal assets are safe
If the LLP runs into debt, your house, car, and savings are not at risk. You can only lose the money you agreed to put into the LLP. (Three exceptions: if you personally guarantee a loan, commit fraud, or break specific rules.)
The LLP keeps going
The LLP does not end if a partner leaves, dies, or goes bankrupt. The LLP Agreement decides what happens to their share. The business keeps running until you formally close it.
You set your own rules
Unlike a company, where most rules are set by law, an LLP lets you choose your own — how profits are split, how decisions are made, what roles each partner plays, how someone exits. All of this goes into the LLP Agreement.
The LLP Agreement
A Pvt Ltd has two founding documents; an LLP has just one — the LLP Agreement. It is a contract among the partners (and between the partners and the LLP itself). It is filed within 30 days of incorporation and stays binding for the entire life of the LLP.
If the agreement is silent on something, default rules from the law fill in the gap. A well-drafted agreement covers as much as possible up front, so you don't fall back on defaults later.
What a good LLP Agreement covers
- i.
Name and registered office
The LLP's name (must end with 'LLP' or 'Limited Liability Partnership') and the registered office address in India.
- ii.
What each partner brings in
Each partner's contribution — cash, property, or services valued at a fair amount. Must be clearly stated.
- iii.
How profits (and losses) are shared
The ratio in which the partners split profits and losses. This does not have to match what each partner brought in.
- iv.
Who are the designated partners
The agreement names the designated partners (minimum two, at least one resident in India) and any ordinary partners.
- v.
How decisions get made
How partners vote, what percentage is needed to pass a decision, what each partner is authorised to do alone, and how the LLP is managed day-to-day.
- vi.
Joining, leaving, removing partners
How a new partner is added, how a partner can voluntarily leave, and how a partner can be removed — including notice periods and buy-out terms.
- vii.
How the LLP can be closed
When and how the LLP can be wound up; how remaining money and property are settled and distributed.
The LLP Agreement can be changed later. The partners sign a short supplementary deed, get it stamped, and file an updated version within 30 days.
What each partner puts in
An LLP does not have “authorised capital” the way a Pvt Ltd does. Each partner simply puts in a capital contribution — money, property, or services. Whatever each partner puts in is written into the LLP Agreement.
The two kinds of partners
An LLP needs at least two partners. There is no upper limit. Partners fall into one of two roles:
Designated partners
The partners legally responsible for running the LLP — annual filings, KYC, registers. At least two are required, and at least one must live in India. If filings are missed, the law holds designated partners personally responsible.
Other partners
Partners who share in profits and decisions but don't carry the legal responsibility for filings. The LLP Agreement decides what they can and can't do.
Bringing in or removing a partner
Unlike Pvt Ltd shares, a partner cannot simply sell their stake to an outsider. A new person can only become a partner if the existing partners agree, in the way the LLP Agreement spells out.
Who runs it, and how decisions get made
Every LLP needs at least two designated partners, and at least one of them has to live in India for at least 120 days during the financial year. They are the ones the law looks to when something has to be filed or signed for the LLP.
The two IDs each partner needs
Each designated partner needs a permanent partner ID number (called a DPIN), which is allotted once and valid for life. Each one also needs a digital signature on a USB token, which is what lets them sign government forms online. The digital signature stays valid for two years and is renewed when it expires.
How decisions get made
The law leaves most of this to you. Unlike a Pvt Ltd, an LLP is not forced to hold board meetings, annual general meetings, or any fixed number of partner meetings. Partners meet, vote, and decide things in whatever way the LLP Agreement sets out.
What designated partners are responsible for
If filings are missed or rules are broken, designated partners face penalties personally — not just the LLP. So this isn't a ceremonial role; whoever takes it on actually carries the paperwork responsibility.
What you get, and what you give up
Your personal money is safe
If the LLP runs into debt or a legal claim, the partners' personal savings, house, and car are not on the line. Only the money put into the LLP is at risk. (Fraud and personal guarantees are the exceptions.)
Less yearly paperwork than a Pvt Ltd
Only two annual filings. No board meetings or shareholder meetings to hold. No audit needed until turnover crosses ₹40 lakh or capital crosses ₹25 lakh. Running an LLP year-to-year is genuinely lighter.
No audit at low turnover
A Pvt Ltd must be audited every year, no matter how small. An LLP doesn't, unless the thresholds are crossed. That's a real saving for early-stage businesses and small partnerships.
Can be converted to a Pvt Ltd later
If the business grows and needs to raise money, an LLP can be converted into a Pvt Ltd. The business history, contracts, and assets all carry over.
Cleaner tax for partners
The LLP pays tax on its profits. After that, the share each partner takes home is tax-free in their hands. No second layer of tax to plan around.
And the trade-offs, honestly
Not the right pick if you want VC funding
Venture capital deals are written for Pvt Ltds. LLPs can't issue shares, can't give ESOPs the usual way, and can't issue the convertible notes investors use. If you see external funding in the future, plan to convert before the round.
Foreign money is harder to bring in
An LLP can take foreign investment only in sectors where 100% foreign investment is freely allowed. For most cross-border setups, a Pvt Ltd is the simpler choice.
No lower tax rates
The lower 22% and 15% tax rates that Pvt Ltds can opt for are not available to LLPs. An LLP pays the full 30% (plus surcharge and cess).
One-off stamp duty on the agreement
The LLP Agreement has to be stamped, and the rate varies by state. Maharashtra is on the higher side. It's a one-time cost at incorporation, worth keeping in mind.
How an LLP compares with the other structures
The right choice depends on how you plan to run the business, where the money will come from, and who will own it.
| Variable | Pvt Ltd | LLP | OPC | Sole Prop | Partnership |
|---|---|---|---|---|---|
| Min / max members | 2 / 200 | 2 / no max | 1 / 1 | 1 | 2 / 50 |
| Liability of owners | Limited | Limited | Limited | Unlimited | Unlimited |
| Separate legal entity | Yes | Yes | Yes | No | No |
| Statutory audit | Mandatory | Above thresholds | Mandatory | Per IT Act | Per IT Act |
| Annual compliance cost | ₹15–22K | ₹10–14K | ₹13–17K | Negligible | ₹3–6K |
| Corporate tax | 22–30% | 30% | 22–30% | Slab | 30% |
| ESOPs | Yes | Difficult | No | No | No |
| External funding (VC, FDI) | Strong | Limited | Limited | Limited | Limited |
| Conversion path | → Public Ltd | → Pvt Ltd | → Pvt Ltd at thresholds | → any | → LLP |
Still unsure? Answer six short questions and we will tell you which structure fits your case, and why. Take the assessment →
What the LLP files every year
The yearly cycle for an LLP is short: two filings to the Registrar, a partner KYC update, and an income-tax return. If your turnover stays below the audit thresholds, it's genuinely less work than running a Pvt Ltd.
- Annual return (Form 11)By 30 May each yearLists who the partners are, what each has contributed, and any changes during the year. Filing late carries an additional fee that's a multiple of the normal filing fee, and the multiple climbs sharply the longer you delay.
- Statement of accounts (Form 8)By 30 October each yearThe LLP's accounts and a declaration that it can pay its debts. Signed by the designated partners. Same multiplier-based late fee as Form 11.
- Partner KYC (DIR-3 KYC)Once every three years, by 30 SeptemberEach designated partner refreshes their KYC every three years. Miss it and the partner ID is suspended; reactivating it costs ₹5,000.
- Income-tax return (ITR-5)By 31 October (audit cases)An LLP's profits are taxed at 30% plus surcharge and cess. Tax audit applies above the income-tax thresholds.
- Statutory auditOnly above thresholdsAn audit is needed only if turnover crosses ₹40 lakh or capital contribution crosses ₹25 lakh in a year.
Picking a name and an address
The name
The name has to end with “LLP” or “Limited Liability Partnership” and cannot be the same as, or too close to, an existing company, LLP, or registered trademark. Words like Bank, Insurance, Mutual Fund, or anything suggesting a tie to a regulator or the government cannot be used without that regulator's permission.
Two name choices are submitted in your order of preference. If both are rejected, one fresh attempt is included free.
The registered office
Every LLP needs a registered address in India from day one. It can be a commercial space, a residential address, or a virtual office. A residential address needs a No-Objection letter from the owner; a rented address needs the rental agreement plus an NOC.
The law requires the LLP's name and registration number to be displayed at every place of business and on all official documents and communications.
If you have foreign or NRI partners
Foreign money can be brought into an LLP, but the rules are tighter than for a Pvt Ltd. Two things have to be true at the same time:
Foreign investment is only allowed in sectors where 100% foreign ownership is freely permitted — for example, IT, software, manufacturing, professional services.
Sectors that come with extra conditions — caps on ownership, lock-in periods, or government approval — are off the table for LLPs.
Any foreign contribution has to be reported to the RBI within 30 days of receiving the money. Once a year, by 15 July, an annual return on foreign holdings is also filed.
For most foreign-founder cases, a Pvt Ltd is the simpler choice. Foreign-partner LLPs are handled too, but not through the online self-serve form — share your details and you'll get a follow-up within 4 working hours to talk through your case.
Often picked up alongside this one.
Private Company Registration
Form a Private Limited company. It's the entity most founders pick when they're raising external capital.
OPC Registration
Form a One Person Company. For solo founders who want a corporate structure but don't have a co-founder.
LLP Annual Filing
File the LLP's two yearly forms: Form 11 (annual return) and Form 8 (accounts and solvency). One shot, no year-round retainer.
- i.
Fill the online form
Save and resume anytime. No pressure to finish in one sitting.
- ii.
Review the scope and fee
The exact all-in fee, the timeline, and what's included appear together before any payment.
- iii.
Filing begins
Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.