Limited Liability Partnership (LLP) Registration Online in India

An LLP is a body corporate formed and incorporated under the Limited Liability Partnership Act, 2008 (Section 2(1)(n)). It is a legal entity separate from its partners, with perpetual succession (Section 3), so changes in partners do not end it. The LLP agreement sets the partners’ mutual rights and duties, or the First Schedule applies where the agreement is silent (Section 23).

A firm under the Indian Partnership Act, 1932 is not a separate legal person: its partners are jointly and severally liable for its debts without limit, and registration of the firm is optional. An LLP must be registered with the Registrar of Companies, owns property in its own name, and a partner is not personally liable for its obligations merely by being a partner (Section 28, LLP Act, 2008). An existing firm can convert into an LLP under Section 55 and the Second Schedule by filing Form 17.

Both are separate legal entities with limited liability. A company has a board, holds board meetings and an AGM, and must have its accounts audited every year (Section 139, Companies Act, 2013). An LLP is run under its agreement, has no prescribed meetings, and needs an audit only above the limits in Rule 24(8) of the LLP Rules, 2009. A company can issue shares and ESOPs, but an LLP cannot, so equity investors usually prefer a private limited company.

A small LLP is one whose partners’ contribution does not exceed ₹25 lakh and whose turnover for the immediately preceding financial year does not exceed ₹40 lakh, both conditions together; the Government may raise the limits by rules, up to ₹5 crore and ₹50 crore (Section 2(1)(ta), LLP Act, 2008, inserted by the LLP (Amendment) Act, 2021). A small LLP pays lower filing fees and lower additional fees for delay. See the small LLP entry for the details.

Yes. As a body corporate, an LLP can acquire, own, hold, and dispose of property; sue and be sued; and do anything a body corporate may lawfully do, all in its own name (Section 14, LLP Act, 2008). Its bank account, GST registration and licences are in the LLP’s name, not the partners’.

At least two (Section 6(1), LLP Act, 2008); there is no maximum. If the number falls below two and the LLP carries on business for more than six months with one partner, that partner is personally liable for the obligations incurred during that period, if they know they are the sole partner (Section 6(2)).

Any individual or body corporate (Section 5, LLP Act, 2008), including a foreign national, an NRI, an Indian or foreign company, or another LLP. An individual of unsound mind, an undischarged insolvent, or one who has applied to be adjudicated insolvent cannot be a partner. A body corporate acts through an individual it nominates.

Designated partners are the partners responsible for the LLP’s compliance, including filings, registers, and penalties (Section 8, LLP Act, 2008). Every LLP needs at least two, both individuals, and at least one must be resident in India, that is, have stayed in India for not less than 120 days during the financial year (Section 7(1) and its Explanation, as amended by the LLP (Amendment) Act, 2021). Each designated partner needs a DPIN and a digital signature.

Yes. A foreign national or foreign company can be a partner, but at least one designated partner must be resident in India. Foreign investment in an LLP is allowed under the automatic route in sectors where 100% FDI is allowed under the automatic route, and no FDI-linked performance conditions apply (Foreign Exchange Management (Non-debt Instruments) Rules, 2019). Citizens and entities of Pakistan and Bangladesh are excluded, and investors from other countries sharing a land border with India need specific advice before contributing.

Yes, as the LLP agreement provides. The LLP files Form 4 with the Registrar within 30 days of a partner’s admission or exit, or of a change in a partner’s name or address (Section 25, LLP Act, 2008), and Form 3 within 30 days where the agreement itself changes.

In two filings on the MCA V3 portal: RUN-LLP to reserve the name (Rule 18, LLP Rules, 2009) and FiLLiP to incorporate the LLP (Section 11 and Rule 11). FiLLiP carries the incorporation document, the partners’ details and contributions, proof of the registered office, and the designated partners’ consent; it also allots DPINs to up to five individuals and applies for PAN and TAN. A practising advocate, company secretary, chartered accountant or cost accountant certifies it (Section 11(1)(c)). The Registrar then issues the Certificate of Incorporation under Section 12.

FiLLiP, the Form for incorporation of Limited Liability Partnership, is the integrated web form on the MCA V3 portal for incorporating an LLP. It can reserve the name if RUN-LLP was not filed, allots DPINs to designated partners who do not have one, and applies for the LLP’s PAN and TAN, all in one application.

A Designated Partner Identification Number, which every designated partner must hold (Section 7(6), LLP Act, 2008; Rule 10, LLP Rules, 2009). A person who already has a DIN as a company director uses the DIN as the DPIN. New designated partners get the DPIN through FiLLiP, so they don’t need a separate application at incorporation.

Typically 10⁠–⁠15 working days from the time documents are complete: one to two days for the digital signatures, two to four for RUN-LLP name approval, and the balance for FiLLiP and the Registrar’s approval. Section 12 gives the Registrar 14 days to register a complete filing. A resubmission adds a further round. The LLP agreement is then filed in Form 3 within 30 days of incorporation (Rule 21, LLP Rules, 2009).

RUN-LLP costs ₹200. The FiLLiP fee and the Form 3 fee depend on the partners’ contribution, from ₹500 and ₹50 for a contribution up to ₹1 lakh to ₹25,000 and ₹600 above ₹1 crore (Annexure A, LLP Rules, 2009, from 1 April 2022); the full slab table is under Government Fees on this page. State stamp duty on the LLP agreement and the DSC charges are paid at actuals. At the lowest slab, the MCA fees total ₹750. No minimum capital is required; partners can start with any contribution they agree on.

It is the written agreement among the partners, or between the LLP and its partners, on contribution, profit sharing, management, admission and exit (Section 2(1)(o) and Section 23, LLP Act, 2008). If the agreement is silent on a point, the default rules in the First Schedule apply; for example, all partners share profits and contribute equally.

File the initial LLP agreement in Form 3 within 30 days of incorporation, and file every change within 30 days of the change (Section 23(2); Rule 21, LLP Rules, 2009). A late Form 3 can still be filed with an additional fee that is a multiple of the normal fee: one time up to 15 days, then 2 times for a small LLP and 4 times for others up to 30 days, rising to 25 and 50 times beyond 360 days (Annexure A, item 8, LLP Rules, 2009, from 1 April 2022).

Yes. The agreement is executed on stamp paper, or e-stamped, at the value fixed by the stamp law of the State where it is signed, which in most States depends on the contribution. The stamped and signed agreement is what is attached to Form 3. We tell you the exact duty for your State in the written estimate.

Form 11, the annual return, within 60 days of the end of the financial year (by 30 May; Section 35; Rule 25), and Form 8, the statement of account and solvency, by 30 October (Section 34(3); Rule 24(4)). A late Form 11 or Form 8 pays an additional fee that rises with the delay, from 1 times the normal fee up to 15 days to 15 times (30 times for an LLP that is not small) up to 360 days, plus ₹10 a day (₹20) beyond that (Annexure A, LLP Rules, 2009, from 1 April 2022). It also files its income-tax return, and each designated partner completes DIR-3 KYC once every third financial year. See LLP annual compliance for the full calendar.

Section 34(4) of the LLP Act, 2008 requires an audit as prescribed, and Rule 24(8) of the LLP Rules, 2009 exempts an LLP whose turnover in the financial year does not exceed ₹40 lakh or whose contribution does not exceed ₹25 lakh. An LLP outside that exemption appoints an auditor and files the audited accounts with Form 8. A tax audit under the Income-tax Act, 2025 is a separate test.

From 1 April 2026, the Income-tax Act, 2025 treats an LLP as a firm (Section 2(45)). It pays 30% on its total income (Finance Act, 2026, First Schedule, Paragraph C), plus a 12% surcharge where income exceeds ₹1 crore and 4% health and education cess. A partner’s share of the LLP’s profit is exempt in the partner’s hands (Schedule III, Sl. No. 2), and remuneration and interest paid to working partners are deductible within the limits of Section 35(e). Alternate minimum tax at 18.5% applies only if the LLP claims specified deductions (Section 206(2)), and neither presumptive scheme in Section 58 is open to an LLP.

Yes. A partnership firm converts under Section 55 and the Second Schedule of the LLP Act, 2008 by filing Form 17 with FiLLiP, and a private company or an unlisted public company under Section 56 or 57 and the Third or Fourth Schedule by filing Form 18 with FiLLiP. The conversion pays the same registration fee slabs as a new LLP (Annexure A, LLP Rules, 2009).

Only when the law requires it: when aggregate turnover crosses the registration threshold (₹20 lakh for services, or ₹10 lakh in Manipur, Mizoram, Nagaland and Tripura; ₹40 lakh for a supplier of goods only, except in the States listed in Notification No. 10/2019-Central Tax), or from the first sale for inter-State taxable supply of goods or supply through an e-commerce operator (Sections 22 to 24, CGST Act, 2017). GST is not part of LLP incorporation. An LLP can register voluntarily to claim input tax credit. See GST registration.

Four things, mostly in the first month. File the LLP agreement in Form 3 within 30 days of incorporation if it is not already on record (Rule 21, LLP Rules, 2009). Open a current account in the LLP’s name with the Certificate of Incorporation, PAN and the LLP agreement, and bring in each partner’s contribution as agreed. The bank verifies the LLP’s legal existence and the partner authorised to act for it under paragraph 37 of the RBI (Commercial Banks – KYC) Directions, 2025, which covers juridical persons not named elsewhere in the Directions. The LLP must show its name, registered office address, registration number, and a statement that it is registered as a limited liability entity on its invoices, letters, and other official papers (Section 21, LLP Act, 2008). Then register under GST where the threshold or a compulsory category applies (Sections 22 and 24, CGST Act, 2017), and under the State shops and establishments law for the office. Unlike a company, an LLP does not file a commencement-of-business declaration.