Limited Liability Partnership (LLP) Registration

LLP registration combining flexibility of partnership with liability protection.

A limited liability partnership is a body corporate whose partners have limited liability but which is governed by an agreement rather than by share capital, and it is registered with the Ministry of Corporate Affairs like a company. For a professional practice or a partner-run business with no plan to raise equity, it is usually the better structure: the liability protection is comparable and the annual compliance is materially lighter, with statutory audit only required above turnover and contribution thresholds.

Who this is for

Lower compliance
No minimum capital
Flexible structure
Tax efficient

The process

What we actually do

1
We confirm an LLP suits what you are building
The one thing an LLP cannot do is issue equity shares, so it is the wrong structure if you will raise institutional funding. If you will not, the annual saving over a private limited company is real and recurring.
2
We reserve the name
The RUN-LLP application is checked against existing LLPs, companies and registered trade marks. We file with ranked alternatives so a rejection does not restart the whole process.
3
We obtain DSC and DPIN for the designated partners
Every designated partner needs a digital signature and a designated partner identification number. At least two designated partners are required, and at least one must be resident in India.
4
We file FiLLiP for incorporation
The incorporation form covers the LLP itself along with PAN and TAN, with the subscriber sheet and the partners' consent attached.
5
We draft the LLP agreement properly
This is the document that actually governs the business: profit sharing, capital contribution, decision rights, what happens when a partner leaves or dies. It must be filed in Form 3 within thirty days of incorporation, and the default provisions of the Act apply if it is not — which is almost never what the partners intended.
6
We set up the annual cycle
Form 11 is the annual return, Form 8 the statement of account and solvency, and they are due on different dates from the income tax return. The per-day penalty here has no cap, which is what makes a forgotten LLP expensive.

Who this is for

Professional practices — consultants, architects, agencies — run by two or more partners
Partner-run businesses that want limited liability without a company's compliance load
Existing partnership firms converting to limit the partners' personal exposure
Businesses whose profits are shared on an agreed formula rather than by shareholding
Ventures with no intention of raising external equity investment

How long it takes

Ten to fifteen working days from complete documents to incorporation, plus the LLP agreement which must be filed within thirty days afterwards. Name approval is again the variable step.

If you do nothing

The uncapped ₹100-a-day penalty is what distinguishes a neglected LLP from a neglected proprietorship. Two forms running for two years is a figure most partners do not believe until they see it, and it attaches to the designated partners personally. Striking off requires the arrears to be cleared first, so the exit is not cheaper than compliance.

The law, in figures

Dates, thresholds and sections

Every figure below carries the provision it comes from, so it can be checked.
What	Figure	Source
Minimum partners	2 partners and 2 designated partners; at least one designated partner resident in India	Sections 6 and 7, LLP Act 2008
LLP agreement filing	Form 3 within 30 days of incorporation	Section 23(2), LLP Act 2008
Annual return	Form 11 by 30 May each year	Section 35, LLP Act 2008
Statement of account and solvency	Form 8 by 30 October each year	Section 34(3), LLP Act 2008
Statutory audit threshold	Turnover above ₹40 lakh or contribution above ₹25 lakh	Rule 24(8), LLP Rules 2009
Late filing penalty	₹100 per day per form, with no upper limit	Section 69, LLP Act 2008

What usually goes wrong

Not filing the LLP agreement within thirty days, which leaves the Act's default provisions governing the partners' relationship
Writing a profit-sharing clause that does not match how the partners actually intend to divide money
Missing Form 8 or Form 11 — the ₹100 per day runs without a cap and compounds across both forms
Assuming no audit is ever needed, when either the turnover or the contribution threshold triggers one
Choosing an LLP and then trying to raise equity funding, which requires converting to a company first
Letting a designated partner's DPIN lapse, which blocks every filing needing that signature

What non-compliance costs

₹100 per day per form for late Form 8 or Form 11, with no maximum
Designated partners are personally liable for the penalty, not only the LLP
An LLP that does not file Form 8 for two consecutive years may be struck off by the Registrar
Income tax late filing fee under section 234F applies separately to the LLP's own return

These are statutory amounts, not our fees. What we charge depends on your situation and is quoted before any work starts.

Common questions

Should I start a private limited company, an LLP, or a proprietorship?

A proprietorship suits a small solo business with no outside investment, an LLP suits a professional partnership that wants liability protection without heavy compliance, and a private limited company is necessary if you intend to raise investment. The real question is liability and funding rather than tax: a proprietor's personal assets answer for business debts, and no investor will put money into anything other than a company. Compliance cost rises in the same order.

See all questions

Terms you will come across

LLP: An LLP is a business structure combining a partnership's internal flexibility with a company's limited liability, so a partner's personal assets are not at risk for the firm's debts.

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