Get Expert Assistance for LLP Registration in 7 to 10 Working Days with Complete FiLLiP Filing Support @ ₹1,999 Professional Fee
₹1,999 is ComplianceBharo professional fee for end-to-end assistance. Government fees charged separately at actuals. 100% Digital Process. Custom LLP Agreement Included.
A Limited Liability Partnership is a hybrid business structure created under the Limited Liability Partnership Act, 2008. It combines the operational flexibility of a traditional partnership with the liability protection normally associated with a company. Once registered, the LLP exists as a separate legal entity — distinct from the individuals who own and manage it — capable of holding assets, entering contracts, and being sued or suing in its own name.
An LLP needs a minimum of 2 partners, with no cap on the maximum, and at least 2 designated partners — the individuals who take on personal responsibility for regulatory compliance. At least one designated partner must be a resident of India, meaning they stayed in the country for 182 days or more during the immediately preceding calendar year. There is no minimum capital contribution required to incorporate.
Registration is completed entirely online through FiLLiP (Form for Incorporation of LLP) on the MCA21 V3 portal, and a complete, error-free filing is typically processed within 7–10 working days. On approval, the Registrar of Companies issues a Certificate of Incorporation carrying the LLP's unique LLPIN, along with PAN and TAN.
| Parameter | Details |
|---|---|
| Governing Law | Limited Liability Partnership Act, 2008 |
| Regulator | Ministry of Corporate Affairs (MCA), through the jurisdictional Registrar of Companies (RoC) |
| Filing Form | FiLLiP (Form for incorporation of LLP), filed electronically on the MCA21 V3 portal |
| Min Partners | 2 (no upper limit on the total number of partners) |
| Min Designated Partners | 2 individuals, at least 1 of whom must be a resident of India (182+ days in the preceding calendar year) |
| Processing Time | 7–10 working days from submission of a complete, error-free application |
| Government Fee | ₹500 – ₹5,600, depending on the total contribution slab and name reservation |
| ComplianceBharo Professional Fee | ₹2,499 |
An LLP recognises three distinct participant roles, each with a different compliance footprint and set of responsibilities.
Every LLP must appoint at least 2 designated partners who are individuals, and at least one must be a resident of India. Designated partners hold a Designated Partner Identification Number (DPIN), sign statutory filings, and are personally accountable for regulatory compliance — including Form 8, Form 11, and DIR-3 KYC. They effectively function as the compliance face of the LLP before the MCA.
Regular partners contribute capital as agreed in the LLP Agreement and share in profits according to the agreed ratio, but are not required to hold a DPIN unless they also take on a designated partner role. Their rights, obligations, and exit terms are governed entirely by the LLP Agreement.
A company or another LLP can itself become a partner in an LLP. In such cases, the corporate partner nominates an individual — typically a director or authorised signatory — to act on its behalf, and that nominee's KYC documents are submitted alongside the corporate entity's incorporation records.
Each partner's liability is restricted to their agreed contribution to the LLP. Personal assets remain shielded from business debts and from the unauthorised acts of co-partners.
An LLP exists as a legal person distinct from its partners — it can own assets, sign contracts, and initiate or defend legal proceedings entirely in its own name.
The LLP's existence is independent of any partner joining, retiring, or passing away. It continues uninterrupted until formally wound up under the LLP Act.
There is no statutory floor on capital contribution — partners can set up an LLP with a nominal amount and increase contribution later as the business grows.
With only two annual MCA filings (Form 11 and Form 8), an LLP's recurring compliance burden and cost are noticeably lighter than that of a Pvt Ltd company.
An LLP is exempt from a mandatory statutory audit as long as annual turnover stays below ₹40 lakh and total capital contribution stays below ₹25 lakh.
Internal governance — profit sharing, decision-making, admission and exit of partners — is entirely set by the privately-held LLP Agreement rather than rigid statutory rules.
Profit withdrawals by partners are not subject to Dividend Distribution Tax the way company dividends once were — profits are taxed once, at the LLP level.
| Category | Requirement |
|---|---|
| Indian Residents | Any individual who is 18+ years of age, of sound mind, and not disqualified by law can become a partner or designated partner |
| NRIs | Can become partners or designated partners; at least one other designated partner on the LLP must still be a resident of India |
| Foreign Nationals | Permitted as partners, but FDI into an LLP is allowed only in sectors where 100% FDI is permitted under the automatic route with no performance-linked conditions attached |
| Corporate Entities | A company or another LLP can be admitted as a partner through a nominated individual representative |
| Minimum Partners | 2 (no cap on the maximum number of partners) |
| Minimum Designated Partners | 2 individuals, with at least 1 resident in India |
| DPIN | Every designated partner must hold a Designated Partner Identification Number, allotted through the FiLLiP form for first-time applicants |
| DSC | Every designated partner requires a Class 3 Digital Signature Certificate to sign incorporation and annual filing forms |
| Registered Office | A verifiable address in India capable of receiving statutory notices, supported by ownership/rental proof and an NOC |
Keep the following categories of documents ready before starting your FiLLiP filing.
| Category | Documents Required |
|---|---|
| Indian Partners | PAN card, Aadhaar card, a recent passport-size photograph, and address proof (bank statement, electricity bill, or mobile bill not older than 2 months) |
| Foreign Partners / NRIs | Passport (notarised and apostilled for Hague Convention countries, consularised otherwise) and overseas address proof, with certified English translations where required |
| Corporate Partners | Board resolution authorising the investment and nominating a representative, Certificate of Incorporation, and MoA/AoA (or LLP Agreement) of the investing entity |
| Registered Office | Latest utility bill (not older than 2 months), rent/lease agreement or ownership deed, and a No Objection Certificate from the property owner |
| DSC & DPIN | Class 3 Digital Signature Certificates for all designated partners, plus DPIN applications bundled directly within the FiLLiP incorporation form |
| Cost Head | Approximate Amount |
|---|---|
| MCA Filing Fee — contribution up to ₹1,00,000 | ₹500 |
| MCA Filing Fee — ₹1,00,001 to ₹5,00,000 | ₹2,000 |
| MCA Filing Fee — ₹5,00,001 to ₹10,00,000 | ₹4,000 |
| MCA Filing Fee — above ₹10,00,000 | ₹5,000 |
| Name Reservation (RUN-LLP) | ₹200 per application |
| Stamp Duty on LLP Agreement | ₹500 – ₹15,000 (state-specific, see table below) |
| Digital Signature Certificate (DSC) | ₹800 – ₹2,000 per designated partner |
| ComplianceBharo Professional Fee | ₹2,499 (drafting, filing, and end-to-end coordination) |
Stamp duty on the LLP Agreement is levied under each state's own Stamp Act and varies with the capital contribution declared. Indicative ranges for commonly registered states are below.
| State | Approx. Stamp Duty Range |
|---|---|
| Delhi | ₹1,000 – ₹5,000 |
| Maharashtra | ₹1,000 – ₹10,000 |
| Karnataka | ₹1,000 – ₹5,000 |
| Tamil Nadu | ₹500 – ₹5,000 |
| Uttar Pradesh | ₹500 – ₹5,000 |
| Gujarat | ₹1,000 – ₹5,000 |
| West Bengal | ₹500 – ₹5,000 |
| Rajasthan | ₹1,000 – ₹5,000 |
| Madhya Pradesh | ₹2,000 – ₹7,000 |
| Telangana | ₹1,000 – ₹5,000 |
*Indicative ranges for standard contribution slabs. Exact stamp duty depends on your state's Stamp Act, declared capital contribution, and periodic rate revisions — we compute and disclose the precise amount applicable before filing.
Every proposed designated partner gets a Class 3 DSC through video and Aadhaar-based e-KYC, used to digitally sign every subsequent incorporation form.
Designated Partner Identification Numbers for up to 2 first-time designated partners are applied for directly within the FiLLiP form, avoiding a separate DPIN application.
Propose up to 2 name options through the RUN-LLP web service. Once approved, the reserved name stays valid for 90 days, within which incorporation must be completed.
Prepare a customised agreement covering capital contribution, profit sharing, partner roles, and exit provisions — ready to be filed once the LLP is incorporated.
Submit the consolidated incorporation form with details of partners, registered office, and capital contribution, along with KYC documents and the proposed business activity.
Upon RoC approval, a digitally signed Certificate of Incorporation is issued, bearing the LLP's unique LLP Identification Number (LLPIN), along with PAN and TAN.
The executed and stamped LLP Agreement must be filed with the RoC within 30 days of incorporation. Missing this deadline attracts a penalty of ₹100 per day of delay, with no upper cap.
Use the Certificate of Incorporation, LLP Agreement, and PAN to open a current account in the LLP's name and deposit the agreed capital contribution.
The LLP Agreement is the private rulebook that governs how partners work together. A well-drafted agreement should address:
If an LLP never executes and files its own agreement, the default rules under Schedule I of the LLP Act, 2008 apply automatically — and they rarely match what founders actually intend.
| Aspect | With a Custom Filed Agreement | Without a Filed Agreement (Schedule I Default) |
|---|---|---|
| Profit Sharing | As per the ratio explicitly agreed and recorded in the LLP Agreement | Equal sharing among all partners regardless of capital contributed (default Schedule I rule) |
| Remuneration to Partners | Payable if the agreement expressly authorises it, subject to Income Tax Act limits | Not payable to any partner — Schedule I does not provide for partner remuneration |
| Interest on Capital | Payable at the rate specified in the agreement (commonly capped at 12% p.a. for tax purposes) | Not payable — no default entitlement to interest on contribution |
| Admission of a New Partner | Governed by whatever process the agreement lays down (majority, unanimous, or otherwise) | Requires the consent of all existing partners (default Schedule I rule) |
| Decision-Making on Ordinary Matters | Can be customised — simple majority, weighted voting, or partner-specific veto rights | Decided by a majority of partners, with each partner having one vote |
| Parameter | LLP | Private Limited Company | Partnership Firm | Sole Proprietorship |
|---|---|---|---|---|
| Governing Law | LLP Act, 2008 | Companies Act, 2013 | Indian Partnership Act, 1932 | No dedicated statute |
| Registration | Mandatory with the MCA (FiLLiP) | Mandatory with the MCA (SPICe+) | Optional (registration recommended but not compulsory) | Not required; local licences (GST/Shops & Establishment) suffice |
| Liability | Limited to agreed contribution | Limited to unpaid share value | Unlimited — extends to partners' personal assets | Unlimited — extends to the proprietor's personal assets |
| Legal Status | Separate legal entity | Separate legal entity | No separate legal identity from its partners | No separate legal identity from the proprietor |
| Taxation | Flat 30% plus applicable surcharge and cess (no slab benefit) | 22%–30% depending on regime opted (e.g. Section 115BAA) | Flat 30% plus applicable surcharge and cess | Individual slab rates applicable to the proprietor |
| Audit Requirement | Only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh | Statutory audit mandatory regardless of turnover | Tax audit only above prescribed turnover limits | Tax audit only above prescribed turnover limits |
| Compliance Level | Low to moderate — 2 annual MCA forms | High — ROC filings, audit, AGM, board meetings | Low — mainly tax filings | Very low — mainly tax filings |
| FDI | Automatic route, but only in sectors with 100% FDI and no performance conditions | 100% automatic route in most sectors | Not permitted | Not permitted |
| Equity Funding Ability | Not possible — no share capital structure | Straightforward — preferred by VCs and angel investors | Not possible | Not possible |
| Best Suited For | Professional firms and service businesses valuing lower compliance | Startups planning to raise equity and scale rapidly | Small, trust-based businesses among known partners | Solo, low-risk businesses with a single owner |
Registration is only the first step — an LLP carries recurring statutory obligations every year, regardless of whether it is actively trading.
| Compliance | Deadline | Form | Penalty for Default |
|---|---|---|---|
| Form 11 — Annual Return | Within 60 days of financial year end (on or before 30 May) | Form 11 | ₹100 per day of delay, without any upper cap |
| Form 8 — Statement of Account & Solvency | On or before 30 October each year | Form 8 | ₹100 per day of delay, without any upper cap |
| Income Tax Return | 31 July (no audit applicable) / 30 September (audit applicable) | ITR-5 | Late fee under Section 234F, plus interest on any unpaid tax |
| DIR-3 KYC (every designated partner, annually) | On or before 30 September each year | DIR-3 KYC / web-based e-KYC | ₹5,000 reactivation fee and deactivation of the DPIN until completed |
| Statutory Tax Audit | Applicable if annual turnover exceeds ₹40 lakh or capital contribution exceeds ₹25 lakh | Form 3CA/3CB-3CD | Penalty under Section 271B — lower of 0.5% of turnover or ₹1,50,000 |
| GST Returns (if GST-registered) | Monthly/quarterly and annual, as applicable to the registration type | GSTR-1, GSTR-3B, GSTR-9 | Late fee and interest as prescribed under the CGST Act |
| Aspect | Advantage | Disadvantage |
|---|---|---|
| Limited Liability | Partners' personal assets stay protected beyond their agreed contribution | Does not shield partners from liability arising from their own fraud or wrongful acts |
| Separate Legal Entity | LLP can independently own assets, contract, and litigate | Requires maintaining proper statutory records to preserve this separation in practice |
| Perpetual Succession | Business continuity unaffected by partner exits or death | Transfer of partnership interest still requires the consent process set out in the agreement |
| Compliance Burden | Only 2 mandatory annual MCA filings — lighter than a company | Still requires DPIN, DSC renewal, and income tax compliance regardless of activity level |
| Taxation | No Dividend Distribution Tax on profit withdrawals by partners | Taxed at a flat 30% plus cess/surcharge, with no access to the lower 22%/15% company tax regimes |
| Management Flexibility | Internal governance fully customisable via the LLP Agreement | Requires a well-drafted agreement upfront — a poorly drafted one can create disputes later |
| Fundraising | Straightforward to bring in new partners with fresh capital | Cannot issue equity shares, ESOPs, or convertible instruments — unattractive to VCs and angel investors |
| Credibility | MCA-registered LLPIN lends more credibility than an unregistered partnership | Still perceived as less investor-ready than a Pvt Ltd company by many institutional lenders and funds |
Have questions about LLP registration? Let our experts help you figure out the best structure for your business.
Contact Support