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Home / Company Law & Secretarial Services / LLP Registration
Last updated: 2 October 2026
An LLP gives you limited liability and a separate legal identity with markedly lighter annual filings than a private limited company. The trade-off is real: equity investors will not fund an LLP, and ESOPs cannot be issued. We will tell you which side of that line your business sits on before you file, not after.
A Limited Liability Partnership is a body corporate under the Limited Liability Partnership Act, 2008. It has perpetual succession and a legal identity separate from its partners, and each partner’s liability is limited to their agreed contribution. Unlike a traditional partnership firm, one partner’s misconduct does not put the others’ personal assets at risk.
What makes the LLP attractive is the compliance load. There is no mandatory board meeting, no statutory audit until turnover crosses ₹40 lakh or contribution crosses ₹25 lakh, and two annual filings rather than the company regime’s full calendar.
What founders underestimate is the ceiling. Venture capital and most institutional investors will not subscribe to an LLP, employees cannot hold ESOPs, and converting to a private limited company later is a formal process with its own tax consequences. If there is a realistic chance of raising equity within three years, an LLP is usually the wrong starting point. This page is written to help you decide that honestly before you file.
Minimum partners, and minimum designated partners. There is no upper limit on the number of partners.
Designated partner who must be resident in India, as required under the LLP Act, 2008.
Minimum capital contribution. Partners contribute what the business needs, in cash or in kind.
Deadline to file the executed LLP Agreement in Form 3 after incorporation.
Turnover above which a statutory audit becomes mandatory — or ₹25 lakh of partner contribution.
Validity of an approved LLP name reservation before it lapses.
None of these matter on day one. All three matter the first time partners disagree, or the first time an investor runs diligence.
The agreement is the LLP’s constitution. Where it is silent, the default provisions in Schedule I of the LLP Act apply — equal profit sharing regardless of who contributed what, and every decision by unanimous consent. Partners who put in 80% of the capital discover this at exactly the wrong moment.
The executed LLP Agreement must be filed within 30 days of incorporation. Late filing carries an additional fee of ₹100 per day with no upper cap, and it accrues quietly until someone runs a search on the LLP — usually a bank or a prospective partner.
Investors do not subscribe to LLPs and employees cannot hold ESOPs in one. Converting to a private limited company later is possible, but it is effectively a fresh incorporation with tax implications on the transfer of assets — far more expensive than choosing correctly at the start.
The four structures founders realistically choose between — and the one question that usually settles it: do you intend to raise equity?
Professional firms, consultancies and partner-run businesses with no plan to raise equity. Lightest annual compliance of the corporate forms, and no statutory audit until you cross the thresholds.
Two or more founders, outside investment likely, ESOPs planned. The only one of these structures institutional investors will fund — and the heaviest compliance load.
A single founder who wants limited liability without a second partner or shareholder. Cannot have more than one member, and converts as it grows.
Simplest and cheapest to form, but partners carry unlimited personal liability for the firm’s debts and for each other’s acts in the course of business.
We test whether an LLP genuinely fits your plans — funding intentions first — then run name availability and a trademark screen before you get attached to a name.
Digital Signature Certificates for every designated partner, and a single KYC checklist. Foreign and NRI partners’ documents are routed for apostille early, because that is what usually sets the timeline.
Filed through RUN-LLP or directly within FiLLiP. An approved LLP name holds for three months, which leaves room if partner documents are still being collected.
The incorporation filing: DPIN allotment for designated partners who do not already hold one, plus PAN and TAN, issued together with the certificate.
The LLPIN, PAN and TAN come through together. You receive the certificate and the full incorporation set in one handover pack.
The agreement is drafted around your actual commercial arrangement, stamped per your state’s stamp duty schedule, executed by all partners and filed in Form 3. Typical timeline: 10–15 working days to incorporation.
Two annual filings, both mandatory whether or not the LLP has traded. A dormant LLP that files nothing still accrues penalties — and they do not cap.
The Annual Return, due within 60 days of the close of the financial year. Every LLP files it, including one that did no business at all.
The Statement of Account and Solvency, due within 30 days from the end of six months after the financial year closes.
An audit becomes mandatory once turnover exceeds ₹40 lakh, or partner contribution exceeds ₹25 lakh, in a financial year.
Every designated partner holding a DPIN files KYC annually. A missed filing deactivates the DPIN, and reactivation carries a ₹5,000 fee.
Call us or send your query during office hours, Monday to Saturday, 10 AM to 7 PM.
Most LLP registrations complete in 10 to 15 working days from the point your documents are complete and signed. Name approval is usually the variable, and an approved LLP name holds for three months, so reserving early gives you room. The engagement is not finished on the day the certificate arrives — the LLP Agreement still has to be executed, stamped according to your state’s stamp duty schedule, and filed in Form 3 within 30 days of incorporation.
There is no minimum capital contribution for an LLP. Partners contribute whatever the business requires, in cash or in kind. What matters is that the agreed contribution is stated accurately in the LLP Agreement and in Form 3, because it determines profit sharing, each partner’s liability limit, and whether you cross the ₹25 lakh contribution threshold that triggers a mandatory statutory audit.
The practical difference is funding and compliance. A private limited company can issue shares to investors and ESOPs to employees, and is the only one of the two that institutional investors will fund — at the cost of board meetings, statutory audit from year one, and a fuller annual filing calendar. An LLP has lighter compliance, two annual filings, and no audit until turnover crosses ₹40 lakh or contribution crosses ₹25 lakh, but it cannot issue shares or ESOPs. If you intend to raise equity within three years, incorporate as a private limited company.
Yes. A foreign national or NRI can be a partner and a designated partner in an Indian LLP. At least one designated partner must be resident in India, as required under the LLP Act, 2008. Foreign partners’ identity and address documents must be apostilled or consularised. Foreign investment into an LLP is permitted under the automatic route only in sectors where 100% FDI is allowed without performance-linked conditions, so the sector should be checked before you commit to the structure.
Two filings every year, regardless of whether the LLP traded. Form 11, the Annual Return, is due within 60 days of the close of the financial year — 30 May. Form 8, the Statement of Account and Solvency, is due within 30 days from the end of six months after the financial year closes — 30 October. Add the income tax return, DIR-3 KYC for every designated partner, and a statutory audit once turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
More in this section: DIR-3 KYC 2026 · DIN Security Clearance · Director Appointment & Resignation · Dividend Declaration & Payment · Dormant Company Status · ESOP Trust Set-up in India
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Incorporation documents are prepared and filed on the MCA portal by Expertvuw’s team. Certifications that the law reserves for practising professionals are issued by independent practising professionals engaged for your case.