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Business Registration

LLP Registration in India

Understand how an LLP is formed, what the partners need to agree and provide, and what the annual filings involve. We prepare the documents and handle the MCA filings.

What it is. A Limited Liability Partnership is a body corporate registered under the Limited Liability Partnership Act, 2008. It combines the internal flexibility of a partnership with limited liability for its partners.

Typical timeline: commonly 7 to 10 working days from receipt of complete documents. Estimated timelines can vary depending on documentation, government processing and other factors outside our control.

Quick answer

What is an LLP?

A Limited Liability Partnership (LLP) is a body corporate registered under the Limited Liability Partnership Act, 2008. It has a legal identity of its own, and each partner's liability is limited to the contribution they agreed to bring in. Registering one means reserving a name, filing the FiLLiP incorporation form with the Registrar of Companies, and then filing the LLP Agreement within 30 days of incorporation.

Key takeaways

  • Needs at least two designated partners, both individuals, one of them resident in India.
  • A partner is not personally liable for another partner's wrongful acts.
  • Cannot issue equity shares, so it does not suit a business planning to raise venture capital.
  • Form 8 and Form 11 are due every year, even in a year with no business activity.

How it is structured

Who owns an LLP, who runs it, and who carries the risk

Registering an LLP settles who the partners are, which of them are designated partners answerable for its filings, and how far personal liability reaches. Eligibility, documents and annual compliance all follow from that.

Partners own and run it. Designated partners answer for its compliance.

Is it right for you?

Who should choose LLP, and where it may not fit.

Worth weighing before you commit, because changing structure later is not free.

A good fit for

  • Professional practices and consultancies run by two or more partners
  • Partner-operated businesses that want liability protection without a board structure
  • Service firms where profit sharing is negotiated rather than fixed by shareholding
  • Businesses that do not intend to raise equity investment
  • Existing partnership firms looking to move to a structure with limited liability

Where it may not fit

  • Cannot issue equity shares, so it is not suitable if you plan to raise venture capital
  • Any change in partners or in the LLP Agreement must be filed with the Registrar
  • Form 8 and Form 11 must be filed annually even in a year with no business activity
  • Late ROC filing attracts an additional fee that steps up with the length of the delay
Compare with the other structures

Benefits

Why founders choose LLP.

  • Separate legal entity

    An LLP is a body corporate in its own right. It can hold property, enter contracts and sue or be sued in its own name, independent of the partners who make it up.

  • Limited liability for partners

    A partner's liability is limited to their agreed contribution. A partner is not personally liable for the wrongful acts of another partner, which is the key difference from a traditional partnership firm.

  • Flexible internal arrangement

    Profit sharing, management rights, admission and exit of partners are governed by the LLP Agreement, which the partners negotiate among themselves rather than taking from a statutory template.

  • Lighter compliance than a company

    There is no requirement to hold board or general meetings, and audit is required only once turnover or contribution crosses the statutory thresholds.

  • Perpetual succession

    The LLP continues despite changes in its partners. Partners can be admitted or can retire without the entity itself coming to an end.

  • A group seated around a long boardroom table with laptops

Eligibility

What you need to qualify.

  1. 1A minimum of two partners. There is no upper limit on the number of partners.
  2. 2A minimum of two designated partners, both individuals, at least one of whom must be a resident of India.
  3. 3Each designated partner needs a DPIN or DIN and a valid Class 3 Digital Signature Certificate.
  4. 4A registered office address in India with valid proof and a no-objection certificate where the premises are not owned.
  5. 5An agreed capital contribution from each partner. There is no statutory minimum contribution.
  6. 6A proposed name that is not identical or deceptively similar to an existing company, LLP or registered trade mark.

Requirements vary with the people involved and the premises. We confirm the exact list before anything is prepared.

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The process

LLP registration, step by step.

6 stages, what happens at each, and who acts. Select a step to see the detail.

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STEP 1 OF 6 · RAULJI GROUP ARRANGES

Digital Signature Certificate

Class 3 DSCs are obtained for the designated partners, since every form filed with the Registrar of Companies is signed digitally.

Timeline

How long does registration take?

Commonly 7 to 10 working days from receipt of complete documents.

An estimate, not a commitment. Estimated timelines can vary depending on documentation, government processing and other factors outside our control.

Our part

Digital signatures, name screening, the FiLLiP filing and drafting the LLP Agreement. This starts once every document is complete.

The authority’s part

Name reservation and incorporation are processed by the Registrar. A query or a name rejection adds a round trip that nobody outside the Registrar can shorten.

What we handle

Every filing, from signature to certificate.

  • DSC issuance for designated partners
  • Name availability and trade mark screening before filing
  • RUN-LLP name reservation
  • FiLLiP incorporation filing, including DPIN applications
  • Drafting the LLP Agreement to reflect what the partners have agreed
  • Form 3 filing of the LLP Agreement within the 30-day window
  • PAN and TAN applications
  • Responding to Registrar queries or resubmission requests

What you provide

  • Identity and address documents for every partner
  • The proposed LLP name, with a second option
  • Each partner's capital contribution
  • The terms for the LLP Agreement: profit share, roles, decisions, admission and exit
  • Registered office proof and the owner's no-objection certificate
  • Time for DSC verification and for signing the filings and the agreement

Pricing

What makes up the total.

Two kinds of money are involved: our professional fee, and the government and state charges we do not set. Nothing on this page is an all-inclusive price.

Professional feeSet by Raulji Group
₹7,999, one time, for the work listed in the package.
Government filing feesSet by Ministry of Corporate Affairs
Depend on the total capital contribution. Paid to the MCA at filing.
Stamp duty on the LLP AgreementSet by State government
At the rate of the state where the LLP is registered.
TaxesSet by As applicable
Any tax that applies to the professional fee is shown in the written quote.

We confirm the full expected amount, split this way, in writing before any filing begins.

Next steps

What happens after registration?

Registration starts the obligations rather than ending them. These are the ones that follow for this structure.

  1. STEP 1

    File the LLP Agreement

    The agreement is executed on stamp paper at the state's rate and filed in Form 3 within 30 days of incorporation. Late filing attracts an additional fee that increases with the length of the delay.

  2. STEP 2

    PAN, TAN and a current account

    The LLP gets its own PAN and TAN, and a current account is opened in its name against the Certificate of Incorporation.

  3. STEP 3

    Registrations for your activity

    GST, a shop and establishment registration or an activity licence, depending on what the LLP actually does and where.

  4. STEP 4

    Run the annual cycle

    Form 11 by 30 May and Form 8 by 30 October, every year. Accounts are audited once turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.

See LLP annual compliance support

Important considerations

Common mistakes to avoid.

The problems we see most often with an LLP, and how to avoid each one.

  • Leaving the LLP Agreement generic

    A template agreement that does not record what the partners actually agreed on profit share, drawings and exit is the usual source of later disputes.

  • Missing the 30-day window for Form 3

    Until an agreement is filed, the default rules in the First Schedule to the Act apply, which split profits and management rights equally.

  • Choosing an LLP when investment is likely

    Investors take equity, and an LLP cannot issue it. Converting to a company later is possible, but it is a fresh process with its own cost.

  • Assuming a quiet year needs no filing

    Form 8 and Form 11 are due whether or not the LLP traded. The late fee accrues daily until the filing is made.

Comparison

LLP vs Partnership

Both are run by partners. The difference is liability, legal identity and the annual filings that come with them.

Two partners standing behind an arc, showing partners whose liability is capped

LLP

Two partners joined by lines running down to a signed deed between them, and no liability shield

Partnership

  • Ownership

    LLP: Minimum 2 partners with no upper limit; minimum 2 designated partners, at least one resident in India

    Partnership: Minimum 2 partners, maximum 50

  • Management

    LLP: Managed by the partners under the LLP Agreement. Designated partners carry the compliance duties.

    Partnership: Run directly by the partners, on the terms written into the partnership deed.

  • Liability

    LLP: Limited to the partner's agreed contribution. A partner is not liable for another partner's wrongful acts.

    Partnership: Unlimited and joint. Partners are personally liable, including for each other's acts in the firm's name.

  • Compliance

    LLP: Moderate. Form 8 and Form 11 annually; audit only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.

    Partnership: Low. No annual ROC filing. Income tax return and any GST obligations apply.

  • Funding

    LLP: No. An LLP cannot issue equity shares.

    Partnership: No. Capital can only come from existing or newly admitted partners.

  • Typical use

    LLP: Partner-run firms and professional practices wanting limited liability without a company's compliance load

    Partnership: Two or more people starting together at low cost, where limited liability is not the priority

Talk to us

Talk to us about LLP.

Send your details and we will come back to you on what your business actually needs, what it will cost, and how long it is likely to take.

Phone
+91 8511187689
Email
admin@raulji.com
Hours
Monday to Saturday, 9:00 AM to 7:00 PM
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LLP Registration enquiry

We will get back to you with what applies to your business specifically.

We use your details only to respond to this enquiry. Prefer to talk? Call +91 8511187689

FAQs

LLP questions, answered.

All FAQs

What is an LLP?

A Limited Liability Partnership is a body corporate registered under the LLP Act, 2008. It has a legal identity separate from its partners, so it can own property and contract in its own name, while partners are liable only to the extent of the contribution they have agreed to bring in.

Who should choose an LLP?

An LLP suits a business run by the people who own it, where profit sharing is negotiated between partners and there is no plan to raise equity investment. Professional practices, consultancies and partner-operated service firms are common examples. If you expect to take on investors, a Private Limited Company is the more workable structure.

How many partners are required?

At least two partners, with no upper limit. At least two of them must be designated partners, who must be individuals and carry the responsibility for statutory compliance, and at least one designated partner must be a resident of India.

What are designated partners?

Designated partners are the partners specifically responsible for the LLP's compliance obligations, including its ROC filings. They must hold a DPIN and a digital signature. Every LLP needs at least two, and at least one must be resident in India. Ordinary partners share in profits and management without carrying that statutory responsibility.

What documents are required?

PAN, Aadhaar, identity proof, recent address proof in the partner's own name and a photograph for each partner, along with proof of the registered office address, a rent agreement if the premises are rented and a no-objection certificate from the owner.

What is the LLP registration process?

Digital signatures are obtained for the designated partners, the name is reserved through RUN-LLP, the FiLLiP incorporation form is filed with the Registrar, the Certificate of Incorporation is issued with an LLPIN, and the LLP Agreement is executed on stamp paper and filed in Form 3 within 30 days of incorporation.

Is the LLP Agreement mandatory?

Yes. The LLP Agreement must be filed in Form 3 within 30 days of incorporation. If no agreement is filed, the default provisions in the First Schedule to the LLP Act apply, which divide profits and management rights equally regardless of what the partners actually intended.

How is an LLP different from a Private Limited Company?

An LLP cannot issue equity shares or create an ESOP pool, which rules it out for venture funding. In exchange it carries lighter compliance: no board or general meetings, and audit only once turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. A Private Limited Company requires a statutory audit from its first year regardless of turnover.

How is an LLP different from a partnership firm?

A partnership firm under the Indian Partnership Act, 1932, is not a separate legal entity and its partners carry unlimited personal liability, including for each other's acts. An LLP is a body corporate with limited liability, and a partner is not personally liable for another partner's wrongful acts. An LLP must file annually with the Registrar of Companies, which a partnership firm does not.

What annual filings does an LLP have?

Form 11, the annual return, is due by 30 May each year, and Form 8, the statement of account and solvency, by 30 October. Both are due even in a year with no business activity. Accounts must be audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. Late filing attracts an additional fee that steps up with the length of the delay.

A presenter speaking to a group seated around a boardroom table

Start your LLP registration.

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