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Overview of LLP Registration in India
LLP registration is a modern business structure introduced by the Ministry of Corporate Affairs (MCA) in 2008. It is a combination of a company and a partnership, which provides Limited Liability to the partners of the firm with fewer compliances. LLPs are becoming a popular choice among entrepreneurs in 2025. According to the national data, 58,990 LLPs were incorporated in India between 2023 and 2024. The procedure to incorporate an LLP in India is easy. Partners need to obtain a Digital Signature Certificate (DSC), file an application for reservation of name, fill in the form “FilLLiP” online at the MCA portal, draft and execute the LLP agreement and file the agreement in Form 3 within 30 days of its incorporation.
What is an LLP?
The governing statute of LLPs, the Limited Liability Partnership Act, 2008, does not provide a specific definition of an LLP. In simple language, we can say an LLP is a separate legal entity from its partners, in which the liability of the partners is limited to the extent of their contribution.
LLP = Partnership Firm + Private Limited Company
Benefits of LLP Registration in India
Incorporating an LLP has the following benefits:
- Limited Liability Protection: The liability of the partners is limited to the extent of their contributions. Partners are not personally liable for the debts and liabilities of the firm.
- Separate Legal Entity: Post incorporation, an LLP attains the status of a separate entity different from its partners. LLP becomes a legal person in the eyes of the law, which can sue and be sued in its own name.
- Easy Transferability: One of the important perks of incorporating an LLP is the ease of transferability of ownership. Unlike a partnership, its existence does not depend on the existence of its partners. Partnerships within an LLP can be easily transferred to other individuals by inducting them as partners.
- Perpetual Existence: LLPs enjoy the advantage of permanent life, meaning that changes in partners due to death, bankruptcy, or removal do not affect the continuation of the LLP.
Tax Benefits of LLP in India
|
Tax Benefit for LLP |
|
|
Tax Rate |
Flat 30% (plus surcharge & cess). |
|
No Dividend Distribution Tax (DDT) |
Unlike companies, LLPs are not required to pay DDT on profit distribution to partners. |
|
Profit Sharing |
Partners’ share of profit is exempt in their hands since it is already taxed at the LLP level. |
|
Interest & Remuneration to Partners |
Allowed as a deductible expense within the limits of Section 40(b) of the Income Tax Act, 1961. |
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No Wealth Tax |
LLPs are not liable to pay wealth tax. |
|
Carry Forward of Losses |
Business losses can be carried forward and set off against future profits (subject to conditions as per the Income Tax Act, 1961). |
|
Alternate Minimum Tax (AMT) |
Applicable at 18.5. |
Requirements for LLP Registration
- Digital Signature Certificate (DSC) for the partners
- Director Identification Number (DIN) for the partners
- LLP Name
- LLP Agreement
Eligibility Criteria for LLP Registration in India
1. Designated Partners
A Designated Partner in a Limited Liability Partnership (LLP) is responsible for:
- Carrying out the essential functions of the LLP
- Managing day-to-day operations
- Filing annual report.
- turns and documents with the RoC
- Maintaining books of accounts and records
To qualify as a Designated Partner:
- At least one must be an Indian citizen or entity
- Must be 18 years or older
- Must be legally capable of entering into contracts
2. Number of Partners
A minimum of two partners is required to establish an LLP.
3. Partner Identity and Documentation
Proper identification and supporting documents must be provided by all partners.
4. Eligible Entities
The following can become partners in an LLP:
- Indian citizens or residents
- Foreign nationals and companies (subject to applicable laws and documentation)
- Non-Resident Indians (NRIs) (with compliance requirements)
- Other legal entities, such as LLPs, companies, and registered bodies
Documents Required for LLP Registration
A. Partners and Designated Partners – For Indian Nationals
1. PAN Card - Self-attested copy.
2. Identity Proof - Any of the following (self-attested):
- Voter ID
- Passport
- Driving License
- Aadhaar Card
3. Passport Size Photograph - Recent photo.
4. Contact Details - Email ID and Mobile Number.
5. Educational Qualification - Details of the highest qualification.
6. Occupation - Current profession/occupation.
7. Address Proof - Any one of the following:
- Latest one-month Savings Account Bank Statement
- Rent Agreement / Lease Agreement
- Utility Bill (electricity, telephone, gas - not older than 2 months)
8. Digital Signature Certificate (DSC) - If already obtained.
9. Director Identification Number (DIN) - If already allotted.
10. Shareholding Percentage - Percentage held by each partner.
B. Partners and Designated Partners - For Foreign Nationals
- Passport - Notarised / Apostilled copy.
- Address Proof - Driving License, Residence Card, Bank Statement, etc. (notarised/apostilled).
- Residential Proof - Document provides details about the present address, not older than one year.
C. For LLP (Entity- Level Documents)
1. Name of the Business / Trade / Company – 2 new and unique name suggestions
2. Business Activity / Main Objective - Clearly defined objective of the LLP.
3. Proof of Registered Office Address - Any one:
- Latest Electricity Bill
- Property Tax Receipt
- Rent Agreement / Lease Agreement
- Latest Bank Statement / Utility Bill not older than 2 months
4. Photographs of Registered Office / Business Place - External building + Inside office photo showing at least one Designated Partner (GPS map-enabled camera).
5. Address Proof of the Landlord - Aadhaar / Voter ID / Driving License (if rented).
6. No Objection Certificate (NOC) - From the owner of the property, it is mandatory after name reservation.
7. Rental Agreement - For the registered office of the LLP, it is mandatory after name reservation.
8. Subscriber Sheet - Signed and witnessed by a professional (CA/CS).
9. LLP Agreement - Governs rights, duties, and responsibilities of partners.
10. Company Mail ID - Official email address for LLP communication
Online Process of LLP Registration in India
The process to establish an LLP contains numerous steps, which are as follows:
Step 1: Obtain Digital Signature Certificate (DSC)
All partners, Designated Partners of the LLP, have to obtain a Digital Signature Certificate (DSC) from a certifying authority to digitally sign the online forms for incorporating the LLP.
Step 2: Choose a Name
The next step is to choose a unique and new name for the LLP that meets the standards of the Ministry of Corporate Affairs. After selecting the name, an application for the reservation of the name shall be filed with the RoC. The approved name shall be reserved for 3 months from the date of approval.
Name Checklist for LLP
- The name should be unique and not identical or similar to an existing company or LLP name.
- The name should reflect the nature of the business or the activity that is to be carried out in the LLP.
- Do not use the words prohibited by the Ministry of Corporate Affairs.
- Do not use offensive or misleading words.
- Words like “National” or “India” shall only be used with prior permission from the central government.
- Words such as "Bank," "Stock Exchange," "Insurance," or "University" cannot be used in the LLP name without permission from the regulatory authority.
- It is mandatory to end the name of your LLP with the suffix "Limited Liability Partnership" or "LLP"
Step 3: Submit the Form
- Prepare the form “FiLLiP” for LLP incorporation and file it with the Registrar of Companies on the MCA portal along with the documents.
- The RoC will verify the content and details of the form + documents attached.
- If everything is right and in order, you will receive your Certificate of Incorporation.
Step 4: Prepare and File the LLP Agreement
- Once your LLP is incorporated, you need to draft and execute an LLP Agreement. The agreement must be clear, unambiguous and specify the rights, liabilities, and duties of all the partners, designated partners.
- The LLP Agreement must be filed in Form 3 online on the MCA Portal within 30 days of the incorporation of the LLP.
- Apply for PAN and TAN for your LLP post its incorporation.
Essential Forms for LLP:
|
Form Name |
Form Code |
Purpose |
|
LLP Name Reservation |
RUN- LLP |
This form is used to reserve a unique name for the LLP. You can propose up to two names for your LLP to be approved by the MCA. |
|
Incorporation Form |
FiLLiP |
This is the main form for LLP incorporation. It contains details about the LLP, its partners, and their contributions. |
|
Partner/Designated Partner Declaration |
3 (DP) |
It is the declaration by partners and designated partners in which they give consent to become partners/designated partners of the LLP. |
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Designated Partner Identification Number (DPIN) |
DPIN Application Form (if not already obtained) |
This number is required to become a designated partner in the LLP If any partner of the proposed LLP does not have a DPIN number, they should apply for it. |
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Form 3 |
|
It is an online form used to file the LLP agreement with the RoC at the MCA portal. |
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Form 8 |
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It contains the statement of account and solvency status of the LLP. |
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Form 11 |
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It contains the Annual Return of the LLP. |
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Form 24 |
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It contains the application to be filed with the Registrar of Companies (RoC) for striking the name of the LLP from the register. |
By following the steps above carefully, partners can easily form their LLP in India.
Annual Compliances for LLPs in India
LLPs in India have specific compliance requirements after registration to ensure they remain compliant with the laws and regulations. It is as follows:
- Annual Return in Form 11 is filed with the RoC by 30th May of each financial year.
- Statement of Accounts in Form 8 is filed with the RoC by 30th October of each financial year.
NOTE: If the capital contribution of an LLP exceeds ₹25 lakhs or the sales exceed ₹40 lakhs, then the LLP has to undergo a tax audit by a professional.
Why Choose Kanakkupillai for LLP Registration?
Incorporating a Limited Liability Partnership (LLP) can be a complex process, but with Kanakkupillai, you get a trusted partner who provides you:
- Expert Guidance: Our team of legal and accounting professionals provides step-by-step support throughout the registration process.
- Efficient Processing: We handle everything for you from preparing to filing the documents.
- End-to-End Support: From name approval to filing documents with the Ministry of Corporate Affairs, we manage every step so you can focus on your business.
- Post Incorporation Compliance: Our job does not end at the incorporation; we help you to apply for PAN, TAN, GST Number, Form 11, Form 8, and Form 3 after incorporation.
Frequently Asked Questions
What is the minimum number of partners required to incorporate an LLP?
To incorporate a Limited Liability Partnership (LLP) in India, a minimum of two partners is required. There is no statutory upper limit on the maximum number of partners an LLP can have.Who can become a partner in an LLP?
Partners may be individuals (Indian citizens, Non-Resident Indians, or foreign nationals) or body corporates such as companies or other LLPs. However, at least one Designated Partner must be a resident of India.What is the difference between a Partner and a Designated Partner?
• Partner: A person who contributes to the LLP and shares in profits and losses. • Designated Partner: A partner with additional statutory obligations under the LLP Act, 2008, including filing annual returns, maintaining books of accounts, and ensuring regulatory compliance.Is an LLP Agreement mandatory?
Yes. The LLP Agreement is a statutory requirement under the LLP Act, 2008. It governs the mutual rights, duties, and obligations of partners and the LLP. It must be filed with the Registrar of Companies (RoC) in Form 3 within 30 days of incorporation.What are the tax implications for an LLP?
An LLP is taxed at a flat rate of 30% on its total income, plus surcharge (if applicable) and health & education cess. Unlike companies, there is no Dividend Distribution Tax (DDT) on profit sharing among partners.What are the annual compliance requirements for an LLP?
Every LLP is required to file: • Form 11 (Annual Return) by 30th May every year. • Form 8 (Statement of Account & Solvency) by 30th October every year. • Audit Requirement only if the capital contribution exceeds ₹25 lakh or turnover exceeds ₹40 lakhs a year.What is the legal status of an LLP?
An LLP is a separate legal entity distinct from its partners. It has perpetual succession, can own property, enter into contracts, sue, and be sued in its own name.Can foreign nationals or NRIs incorporate an LLP in India?
Yes. Foreign nationals and Non-Resident Indians (NRIs) are permitted to incorporate or invest in LLPs in India, subject to compliance with the Foreign Exchange Management Act (FEMA), 1999, and approval where required.What are the advantages of choosing an LLP over a traditional partnership firm?
• Limited liability protection for partners. • Recognition as a separate legal entity. • No cap on the maximum number of partners. • Ease of ownership transfer by admitting new partners. • Lower compliance cost compared to a company.What makes Us Different
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