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Company Law & MCA Compliancevia MCA21

LLP Registration & Compliance

LLP Registration

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STARTING FROM₹5,999
TYPICAL TIMELINE12 days
APPLICABLE TOLLP

Regulatory Framework

Limited Liability Partnerships are governed by the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009, administered by the Ministry of Corporate Affairs (MCA). An LLP is a body corporate with a separate legal identity (Section 3, LLP Act) and limited liability for all partners.\n\nRegistration process involves:\n- Obtaining Designated Partner Identification Number (DPIN) — equivalent to DIN for LLPs (Section 7, LLP Act)\n- Name reservation via RUN-LLP on MCA portal\n- Filing Form 2 (Incorporation Document and Subscriber's Statement) with the Registrar of Companies (ROC)\n- Filing Form 3 (LLP Agreement details) within 30 days of incorporation (Section 23, LLP Act)\n- Certificate of Incorporation issued by ROC → LLP is a body corporate from that date\n\nKey advantages over Pvt Ltd:\n- Partners' liability limited to capital contribution\n- No mandatory audit below ₹40 lakh turnover / ₹25 lakh capital contribution\n- Lower compliance burden (annual filing via Form 11 and Form 8)\n- No dividend distribution tax; profit taxed at 30% + surcharge in partners' hands\n\nAnnual compliance: Form 11 (annual return) by 30 May; Form 8 (statement of accounts) by 30 October.\n\nPenalty for non-compliance: Under Section 69–70 of the LLP Act, default in filing annual returns attracts ₹100/day (no maximum cap), which makes timely annual filing critical.

How It Works

  1. 1

    DPIN / DIN for Designated Partners

    Form DIR-3 filed on MCA portal for each designated partner who does not already have a DIN/DPIN. Identity and address proof required.

    Government
  2. 2

    Name Reservation (RUN-LLP)

    Proposed LLP name checked for availability against MCA database and reserved via the RUN-LLP service. Two name options submitted.

    Government
  3. 3

    LLP Agreement Drafting

    Customised LLP Agreement drafted covering capital contribution, profit/loss sharing ratio, roles, dispute resolution, and retirement clauses.

    Government
  4. 4

    Form 2 Filing (Incorporation)

    Form 2 (Incorporation Document) filed with ROC along with all subscriber statements and partner details. ROC processes within 5–7 working days.

    Government
  5. 5

    Certificate of Incorporation

    ROC issues Certificate of Incorporation. LLP is a legal entity from this date. Form 3 (LLP Agreement) filed within 30 days as required by Section 23.

    Government

Frequently Asked Questions

What is the step-by-step process for incorporating an LLP in India via the FiLLiP form?
LLP incorporation follows the MCA21 FiLLiP (Form for incorporation of Limited Liability Partnership) process under Rule 11 of the LLP Rules 2008. First, a name reservation application is filed in Form RUN-LLP (Reserve Unique Name – LLP) or directly in FiLLiP; the name must comply with the LLP (Name Reservation and Application) Guidelines 2022. FiLLiP itself captures LLP subscriber details, DPIN (Designated Partner Identification Number) application for new designateds, registered office address, and the stamp duty for the LLP Agreement. The Certificate of Incorporation is issued under Section 12 of the LLP Act 2008 electronically, typically within 3-7 working days. The LLP Agreement must be executed and filed in Form 3 within 30 days of incorporation under Section 23, and Form 4 must be filed for each designated partner within the same period.
What is the minimum capital requirement for an LLP and what are the contribution-related obligations?
The Limited Liability Partnership Act 2008 does not prescribe a minimum capital requirement for LLP formation — partners may agree to contribute any amount including zero monetary contribution under Section 32. Contribution can be in cash, tangible or intangible property, or services as defined under Section 2(1)(d) of the LLP Act 2008. Where a partner contributes property, the nature, description, and agreed value must be disclosed in Schedule 1 of the LLP Agreement. For accounting purposes, contributions are recognised as partners' capital under the Indian Accounting Standard equivalent applicable to the LLP — if the LLP is required to follow Ind AS 110, the classification of partner capital as equity versus liability depends on the terms of the LLP Agreement and Ind AS 32 (Financial Instruments: Presentation). Stamp duty on the LLP Agreement is levied by the respective state on the total agreed contribution.
What are the annual compliance obligations for an LLP and what are the penalties for non-filing?
Every LLP must file its Statement of Account and Solvency in Form 8 (within 30 days of six months from the end of the financial year, i.e., by October 30) under Section 34(3) and its Annual Return in Form 11 (within 60 days of closure of financial year, i.e., by May 30) under Section 35(1) of the LLP Act 2008. LLPs with turnover above ₹40 lakh or contribution above ₹25 lakh must have their accounts audited by a Chartered Accountant and file a tax audit report under Sec 44AB, IT Act 1961 (≡ §63, IT Act 2025) of the Income Tax Act 1961 (≡ §63, IT Act 2025). Non-filing of Form 8 and Form 11 attracts additional fees of ₹100 per day per form with no maximum cap per the MCA notification. From 2018, late filing fees have been accumulated in the MCA21 system and must be paid in full before any subsequent form can be processed.
How is an LLP taxed and what is the surcharge and alternative minimum tax applicable?
An LLP is taxed as a firm under the Income Tax Act 1961 at a flat rate of 30% on its total income for AY 2026-27, with surcharge at 12% where total income exceeds ₹1 crore under Section 2(31) and the Finance Act. Remuneration paid to working partners is deductible in the LLP's hands under Section 40(b) subject to specified limits (₹3 lakh or 90% of book profit for the first ₹6 lakh of book profit, whichever is higher, and 60% of balance book profit). Partners' share of profit from the LLP is exempt from tax in the partners' hands under Section 10(2A) to avoid double taxation. However, the LLP is subject to Alternate Minimum Tax (AMT) under Section 115JC at 18.5% (plus surcharge and cess) on adjusted total income if the regular tax payable is less, and Form 29C must be filed by a Chartered Accountant certifying the AMT computation.
Can a private limited company be converted to an LLP and what are the tax implications of such conversion?
A private company can convert to an LLP under Schedule III and IV of the LLP Act 2008 by filing Form 18 with the Registrar of Companies along with Form 3 and Form 4 within 15 days of conversion. The conversion is tax-neutral and exempt from capital gains under Section 47(xiiib) of the Income Tax Act 1961, provided that: the total sales, turnover, or gross receipts of the company do not exceed ₹60 lakh in any of the three preceding years; all shareholders of the company become partners of the LLP in the same proportion as their shareholding; no consideration other than share in profit and capital of the LLP is received by any partner; the LLP continues the business of the amalgamating company for at least 5 years from the date of conversion; and the shareholders' assets are not transferred for at least 5 years. If any of these conditions is violated, the exemption is withdrawn and capital gains are taxed in the year of violation under Section 47A(4).

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