📌 Quick Answer: How to Register an LLP in India in 2026
A Limited Liability Partnership (LLP) is registered through the FiLLiP (Form for incorporation of LLP) on the MCA portal. The process involves: (1) obtaining DSC for designated partners, (2) reserving the LLP name via RUN-LLP, (3) filing FiLLiP for incorporation with DPIN allotment, and (4) filing the LLP Agreement within 30 days of incorporation via Form 3. An LLP requires a minimum of 2 designated partners (at least one must be an Indian resident), has no minimum capital requirement, and registration typically takes 10–15 working days. At Virtual Auditor, we provide end-to-end LLP registration including DSC, name reservation, FiLLiP filing, and LLP agreement drafting.
📖 Definition — Limited Liability Partnership (LLP): A body corporate formed and incorporated under the Limited Liability Partnership Act, 2008, having a separate legal entity distinct from its partners, providing limited liability to all partners while allowing them to organise their internal structure as a partnership based on a mutually agreed LLP Agreement. The LLP is governed by the LLP Act, 2008 and the LLP Rules, 2009, as notified by the Ministry of Corporate Affairs.
📖 Definition — Designated Partner: Under Section 7 of the LLP Act, 2008, every LLP must have at least 2 designated partners who are individuals, and at least one must be a resident of India (having stayed in India for not less than 120 days during the financial year). Designated partners are responsible for all acts, matters, and regulatory compliance of the LLP, and bear accountability for penalties imposed for non-compliance.
The LLP structure was introduced in India through the Limited Liability Partnership Act, 2008, which received Presidential assent on 7 January 2009 and became effective from 1 April 2009. The key statutory provisions governing LLP formation and operation are as follows:
An LLP is a body corporate formed and incorporated under the Act with perpetual succession. Any two or more persons, associated for carrying on a lawful business with a view to profit, may incorporate an LLP. The term “persons” includes individuals, companies, and other LLPs — meaning a company or another LLP can be a partner in an LLP.
The LLP Agreement determines the mutual rights and duties of partners and of the LLP and its partners, including profit-sharing ratio, capital contribution obligations, decision-making procedures, admission and retirement of partners, and dispute resolution mechanisms. In the absence of an agreement on any matter, the provisions of Schedule I to the LLP Act apply as default rules. This is a critical distinction from company law — the LLP Agreement functions as both the constitution and the operational manual of the LLP.
Every LLP must have at least 2 partners at all times. If the number falls below 2 and the LLP continues to operate for more than 6 months with only one partner, that remaining partner becomes personally liable for all obligations incurred during the period when the LLP operated with fewer than 2 partners.
At least 2 designated partners must be individuals, and at least one must be a resident of India (having stayed in India for not less than 120 days during the immediately preceding financial year). Designated partners are responsible for compliance with the provisions of the Act and bear personal accountability for penalties. Every designated partner must obtain a Designated Partner Identification Number (DPIN).
An LLP is liable to the full extent of its assets for any wrongful act or omission by a partner acting within the scope of the LLP’s authority. However, the liability does not extend to the personal assets of other partners who were not involved in the wrongful act — this is the core limited liability protection that distinguishes an LLP from a traditional partnership firm.
Every LLP must maintain proper books of account on an accrual basis following double-entry bookkeeping, reflecting a true and fair view of the state of affairs of the LLP. The books must be maintained at the registered office for at least 8 years from the date of their preparation.
Every designated partner must obtain a Class 3 DSC from a Certifying Authority licensed by the Controller of Certifying Authorities (CCA) under the Information Technology Act, 2000. The DSC is required for digitally signing the FiLLiP form, LLP Agreement, and all subsequent MCA filings. Cost: approximately Rs 800–1,500 per person, valid for 2 years. For detailed guidance, refer to our article on DSC for Company Registration.
Every designated partner requires a DPIN under Section 7(6) of the LLP Act. The FiLLiP form allows allotment of DPIN for up to 2 designated partners at the time of incorporation. If a partner already holds a DIN (Director Identification Number) under the Companies Act, the same number serves as the DPIN — no separate application is required. For additional partners, Form DIR-3 must be filed separately.
LLP name reservation is done through the RUN-LLP service on the MCA portal. Key rules include:
For a comprehensive guide on name selection and rejection reasons, read our article on Company Name Reservation: RUN Form, Rules & Rejection Reasons.
🔍 Practitioner Insight — CA V. Viswanathan
In our practice at Virtual Auditor, we see many professionals — chartered accountants, company secretaries, lawyers, architects, and management consultants — opting for the LLP structure because it offers limited liability without the extensive compliance burden of a private limited company. However, I always caution clients that LLPs face significant limitations in raising external equity funding. Venture capital and private equity investors universally require a private limited company structure for investment because LLPs cannot issue equity shares, preference shares, or ESOPs. If you anticipate raising institutional funding within 2–3 years, I recommend starting with a private limited company instead. For professional services firms and businesses that will be self-funded or debt-funded, the LLP remains an excellent choice.
The Form for Incorporation of LLP (FiLLiP) replaced the earlier Form 2 and serves as the integrated incorporation form. It captures the following details:
| Document | Details |
|---|---|
| Identity proof of all partners | PAN card (Indian nationals) / Passport (foreign nationals) |
| Address proof of all partners | Aadhaar / Voter ID / Passport / Driving licence |
| Residential address proof | Bank statement / Utility bill (not older than 2 months) |
| Registered office proof | Utility bill + NOC from property owner / Rent agreement |
| Consent of designated partners | Prior consent in Form 9 (included in FiLLiP submission) |
| Subscriber’s sheet | Signed by all partners and witnessed by a practising professional |
| Proof of name approval (if done via RUN-LLP) | SRN of approved RUN-LLP application |
The Registrar of Companies processes the FiLLiP application and, upon satisfaction that all requirements are met, issues the Certificate of Incorporation along with the LLP Identification Number (LLPIN). The LLPIN is a unique alphanumeric identifier assigned to the LLP. PAN and TAN are allotted simultaneously upon incorporation.
Under Section 23(2) of the LLP Act, the LLP Agreement must be filed with the ROC in Form 3 within 30 days of the date of incorporation. Failure to file within this period attracts a penalty of Rs 100 per day of delay. The agreement must be printed on stamp paper of the value applicable in the state of the registered office and signed by all partners.
A well-drafted LLP Agreement is the most important governance document for an LLP — it replaces the functions of both the MOA and AOA in a company context. Key clauses we recommend at Virtual Auditor include:
If the LLP Agreement is silent on any matter, the default rules under Schedule I of the LLP Act apply. Key defaults that often surprise partners include:
Our strong recommendation: Never rely on the default Schedule I rules. We have seen numerous partner disputes at Virtual Auditor arising from partners who assumed their informal understanding would prevail, only to discover that the default rules produced unexpected results. Invest in a professionally drafted LLP Agreement from Day 1. For related governance guidance, see our article on Board Resolution Templates for Startups.
The LLP Act has never prescribed a minimum capital contribution. Partners may contribute any amount, and the contribution can take multiple forms:
Under Section 32, the obligation of a partner to contribute as specified in the LLP Agreement is enforceable by the LLP. If a partner fails to contribute as agreed, the LLP may take legal action to recover the amount, and the partner’s interest in the LLP may be charged to secure the unpaid contribution.
The LLP Agreement must be executed on stamp paper of the value prescribed by the respective state. Stamp duty rates vary significantly:
| State | Stamp Duty on LLP Agreement |
|---|---|
| Delhi | Rs 500 (fixed) |
| Maharashtra | Rs 500 (fixed) or percentage of capital, whichever is higher |
| Karnataka | Rs 500 (fixed) |
| Tamil Nadu | 1% of capital contribution (subject to maximum cap) |
| Uttar Pradesh | Rs 500 (fixed) |
| West Bengal | Rs 500 (fixed) |
| Form | Purpose | Fee |
|---|---|---|
| RUN-LLP | Name reservation | Rs 200 |
| FiLLiP | Incorporation | Rs 500 (up to Rs 1 lakh contribution) / Rs 2,000–5,000 (higher capital) |
| Form 3 | LLP Agreement filing | Rs 50–100 |
| PAN/TAN | Allotted simultaneously with incorporation | Included |
| Step | Activity | Timeline |
|---|---|---|
| 1 | DSC procurement for designated partners | 1–2 working days |
| 2 | RUN-LLP name reservation | 2–4 working days |
| 3 | FiLLiP filing and ROC processing | 5–7 working days |
| 4 | LLP Agreement drafting and execution on stamp paper | 2–3 working days |
| 5 | Form 3 filing (LLP Agreement with ROC) | Within 30 days of incorporation |
Total estimated timeline: 10–15 working days from document collection to incorporation, with the LLP Agreement filing completed within the 30-day statutory window.
Unlike private limited companies (where audit is mandatory regardless of size), an LLP must get its accounts audited only if:
LLPs below both thresholds are exempt from mandatory statutory audit — a significant compliance and cost advantage.
If the LLP’s aggregate turnover exceeds the threshold limit (Rs 20 lakh for services, Rs 40 lakh for goods — Rs 10 lakh and Rs 20 lakh respectively for special category states), GST registration is mandatory. The LLP must file GSTR-1, GSTR-3B, and annual return GSTR-9 as applicable. Visit the CBIC GST portal for current thresholds and filing deadlines.
| Parameter | LLP | Private Limited Company |
|---|---|---|
| Governing Law | LLP Act, 2008 | Companies Act, 2013 |
| Members | Partners (no upper limit) | Shareholders (max 200) |
| Management Structure | Partners as per LLP Agreement | Board of Directors + shareholders |
| Mandatory Audit | Only if turnover > Rs 40L or contribution > Rs 25L | Mandatory for all companies |
| Annual ROC Filings | Form 11 + Form 8 (2 forms) | AOC-4 + MGT-7A + multiple others |
| FDI (Foreign Investment) | Government approval route only | Automatic route (most sectors) |
| VC/PE Funding Suitability | Difficult (no equity shares, no ESOPs) | Standard (equity, preference shares, ESOPs, convertible notes) |
| Corporate Tax Rate | 30% (no concessional rate available) | 22% (Section 115BAA) or 15% (Section 115BAB for new manufacturing) |
| Dividend Distribution | Profit share exempt in partners’ hands under Section 10(2A) | Dividend taxable in shareholders’ hands at slab rates |
| Board Meetings | Not mandatory (per agreement) | Minimum 4 per year |
For a comprehensive comparison of all entity types, read our article on Pvt Ltd vs LLP vs OPC Comparison.
Under Section 56 read with the Third Schedule of the LLP Act, an LLP can convert into a private limited company. The process involves obtaining consent of all partners, filing an application with the ROC along with proposed MOA and AOA, and complying with Rule 39 of the LLP Rules. All assets, liabilities, and obligations of the LLP transfer to the new company. This conversion is common when LLPs reach a stage requiring institutional funding.
Conversely, a private limited company or unlisted public company can convert into an LLP under Section 56 read with the Second Schedule. Key conditions include: no security interest subsisting on assets, approval of all shareholders, and compliance with the prescribed procedures. This conversion is often considered for tax efficiency when institutional funding is no longer needed.
A traditional partnership firm registered under the Indian Partnership Act, 1932, can convert into an LLP under Section 55 read with the Second Schedule. All existing partners must become partners of the LLP, and the firm stands dissolved upon conversion. This is a popular conversion for established professional firms seeking limited liability protection.
FDI in LLPs is permitted under the RBI Master Direction on Foreign Investments, but only through the Government approval route. Key conditions:
For detailed FEMA compliance guidance, refer to our article on FDI in Indian Startups: FEMA Compliance Checklist and our FEMA compliance services.
At Virtual Auditor, our LLP registration service is managed by qualified Chartered Accountants and Company Secretaries under the supervision of CA V. Viswanathan (FCA, ACS, CFE, IBBI/RV/03/2019/12333). Our service includes:
🔍 Practitioner Insight — CA V. Viswanathan
One critical mistake I frequently encounter is partners treating the LLP Agreement as a mere formality and filing a bare-minimum document. The LLP Agreement is far more important than the Articles of Association of a company because an LLP has no board of directors — all governance, decision-making authority, and dispute resolution flows entirely from the agreement. I have mediated several partner disputes where ambiguity in the profit-sharing, exit, or decision-making clauses led to costly arbitration proceedings. Invest time and money in a properly drafted agreement upfront — it costs a fraction of what a dispute resolution would cost later. Also, remember that LLP partners receiving remuneration must comply with the limits under Section 40(b) of the Income Tax Act to ensure tax deductibility of such remuneration at the LLP level.
📋 Key Takeaways
What is the minimum capital required to register an LLP in India?
There is no minimum capital requirement for LLP registration under the LLP Act, 2008. Partners can contribute any amount, and the contribution can be in cash, tangible property, intangible property, or even future obligations. The capital contribution details are agreed upon among partners and documented in the LLP Agreement.
Can a company be a partner in an LLP?
Yes, Section 5 of the LLP Act defines “person” to include a body corporate. A company (Indian or foreign) or another LLP can be a partner in an LLP, acting through an authorised representative. However, a body corporate cannot be a designated partner — designated partners must be natural persons (individuals).
How many annual filings does an LLP have?
An LLP has 2 mandatory annual filings with the ROC: Form 11 (Annual Return, due by 30 May) and Form 8 (Statement of Account & Solvency, due by 30 October). Additionally, an income tax return (ITR-5) must be filed by 31 July or 31 October depending on audit applicability. If GST registered, monthly/quarterly GST returns are also required.
Can an LLP raise funding from venture capital investors?
While an LLP can accept capital contributions from partners, it cannot issue equity shares, preference shares, debentures, or ESOPs. VC and PE investors universally prefer the private limited company structure because it offers standardised equity instruments, well-defined governance frameworks through the Companies Act, and transparent exit mechanisms. If you plan to raise institutional funding, we recommend incorporating as a private limited company or converting the LLP to Pvt Ltd before the fundraise.
What is the tax rate for an LLP in India?
LLPs are taxed at a flat rate of 30% on total income, plus surcharge (12% if income exceeds Rs 1 crore) and health & education cess (4%). Unlike companies, LLPs do not have access to the concessional tax rate of 22% under Section 115BAA or 15% under Section 115BAB. However, profit shares distributed to partners are exempt in the partners’ hands under Section 10(2A) of the Income Tax Act, which avoids the double-taxation problem that companies face with dividends.
Can a foreign national be a designated partner in an Indian LLP?
Yes, a foreign national can be a designated partner in an Indian LLP. However, at least one designated partner must be an Indian resident (having stayed in India for not less than 120 days during the financial year). The foreign partner needs a DPIN, a DSC obtained through video verification, and apostilled passport and address proof. If the foreign partner contributes capital, FEMA regulations on FDI in LLPs apply, requiring prior Government approval from DPIIT.
What happens if the LLP Agreement is not filed within 30 days?
If Form 3 (LLP Agreement) is not filed within 30 days of incorporation, a penalty of Rs 100 per day of delay applies until the date of filing. Additionally, in the absence of a filed LLP Agreement, the default provisions of Schedule I of the LLP Act govern the partnership — which may not align with the partners’ actual intentions regarding profit sharing, management, and other matters. We strongly recommend filing Form 3 well within the 30-day deadline.
Virtual Auditor — AI-Powered CA & IBBI Registered Valuer Firm
Valuer: V. VISWANATHAN, FCA, ACS, CFE, IBBI/RV/03/2019/12333
Chennai (HQ): G-131, Phase III, Spencer Plaza, Anna Salai, Chennai 600002
Bangalore: 7th Floor, Mahalakshmi Chambers, 29, MG Road, Bangalore 560001
Mumbai: Workafella, Goregaon West, Mumbai 400062
Phone: +91 99622 60333 | Email: support@virtualauditor.in
Book a Consultation