LLP Annual Compliance Guide For FY 2025-26

Yes, annual compliance is mandatory for all registered LLPs, even with zero turnover or inactive status. They must file NIL Form 11, NIL Form 8, and NIL ITR-5. Skipping these statutory filings attracts escalating additional filing fees under the LLP (Amendment) Rules, 2022, based on the period of delay and LLP category.

Every LLP must file Form 11 (Annual Return) with the ROC by 30 May, Form 8 (Statement of Account & Solvency) by 30 October, and ITR-5 with the Income Tax Department. These are mandatory under Sections 34 and 35 of the LLP Act, 2008, and under Section 115JB of the Income Tax Act, 1961.

The financial year for every LLP runs from 1 April to 31 March, as per Section 2(1)(l) of the LLP Act, 2008. LLPs incorporated on or after 1 October may opt to extend their first financial year to 31 March of the following year, giving up to an 18-month first FY.

Yes. Newly incorporated LLPs must file Form 11 and Form 8 covering their first financial year. LLPs registered before 1 October 2025 must file for FY 2025-26. Those registered on or after 1 October 2025 may close their first FY on 31 March 2027, deferring the filing accordingly.

Per Section 2(1)(ta), a Small LLP has a capital contribution up to ₹25 lakhs and turnover up to ₹40 lakhs in the preceding FY. Both thresholds must be met. Small LLPs face a lower additional fee on delayed annual filings and reduced adjudication penalties under Section 76A(3)(a).

LLP Form 11 must be filed within 60 days of the end of the financial year, i.e., by 30 May 2026 for FY 2025-26. This is a statutory requirement under Section 35 of the LLP Act, 2008. Filing must be done on the MCA V3 portal, digitally signed by two designated partners with active DSCs.

Form 11 requires partner details (DPIN, name, address), capital contributions, profit-sharing ratios, a summary of changes during the year, and details of any body corporate partners. The form serves as a complete management snapshot of the LLP for the financial year ending 31 March.

A practising Company Secretary’s compliance certificate is mandatory only if the LLP’s turnover exceeds ₹5 crore or partner contribution exceeds ₹50 lakh. For smaller LLPs, the form is digitally signed by two designated partners using their active Class 3 DSCs.

No, the Ministry of Corporate Affairs does not allow revision or resubmission of Form 11 once it has been successfully filed and an SRN has been generated on the MCA V3 portal. Designated partners must thoroughly verify all partner and contribution details before signing the form digitally.

Normal MCA fee is based on the LLP’s contribution: ₹50 (up to ₹1 lakh), ₹100 (₹1–5 lakh), ₹150 (₹5–10 lakh), ₹200 (₹10–25 lakh), ₹400 (₹25 lakh–₹1 crore), and ₹600 (above ₹1 crore). Late filing attracts an additional fee, as per the slab table, based on the delay period and LLP category.

Form 8 must be filed within 30 days of the end of the six months after the financial year end, i.e., by 30 October 2026 for FY 2025-26. This is a statutory requirement under Section 34 of the LLP Act, 2008. The form is filed on the MCA V3 portal with digital signatures.

Form 8 has two parts: Part A is the Solvency Statement, declaring the LLP’s ability to pay its debts. Part B includes the Statement of Income & Expenditure and the Statement of Assets & Liabilities for the financial year, signed by two designated partners and, if applicable, certified by an auditor.

If the LLP’s turnover exceeds ₹40 lakhs or the contribution exceeds ₹25 lakhs, Form 8 must be certified by an appointed Chartered Accountant in practice as an auditor under Section 34(4). Otherwise, designated partners self-certify the form before submitting it digitally on the MCA V3 portal.

Delayed Form 8 attracts an additional filing fee based on the period of delay and LLP category. Refer to the slab table — for example, a 45-day delay attracts 4× normal fee for a Small LLP and 8× for an other-than-Small LLP. Beyond 360 days, an additional per-day component also accumulates.

While Form 8 and Form 11 are independent statutory filings, the MCA portal practice requires Form 11 to be filed first, as it discloses the active partners. Designated partners must ensure all DSCs and DINs are active before commencing the filing process to avoid validation errors on the V3 portal.

ITR-5 must be filed by 31 July 2026 for non-audited LLPs and 31 October 2026 for LLPs requiring tax audit under Section 44AB of the Income Tax Act, 1961. NIL returns are mandatory even for inactive LLPs. Late filing attracts interest under Section 234A and a penalty under Section 234F.

Under Section 34(4) read with Rule 24(8) of the LLP Rules, 2009, an audit is mandatory if the turnover exceeds ₹40 lakhs OR the partner contribution exceeds ₹25 lakhs in any FY. The auditor must be a Chartered Accountant in practice, appointed at least 30 days before the end of the FY.

Yes, both are separate. LLP Act audit applies if turnover exceeds ₹40 lakhs or contribution exceeds ₹25 lakhs. A tax audit under Section 44AB applies if the business turnover exceeds ₹1 crore (₹10 crore for digital-only) or the professional gross receipts exceed ₹50 lakhs in the FY.

LLPs are taxed at a flat rate of 30% on total income, plus a surcharge of 12% if income exceeds ₹1 crore, and a 4% Health and Education Cess. Alternate Minimum Tax (AMT) at 18.5% applies if applicable. LLPs are not eligible for the lower corporate tax rates available to companies.

Yes, every LLP must maintain proper books of accounts under Section 34(1) and Rule 24 of LLP Rules, 2009, on a cash or accrual basis using the double-entry system. Books must be preserved for at least 8 years from the close of the financial year and kept at the LLP’s registered office.

 Vide MCA Notification G.S.R. 943(E) dated 31 December 2025, effective 31 March 2026, the annual KYC requirement is replaced by triennial filing under substituted Rule 12A(1). DIN-holding designated partners must file DIR-3 KYC Web every third consecutive financial year by 30 June.

As clarified in the MCA Press Release dated 1 January 2026, designated partners who have completed their KYC to date will next file the DIR-3 KYC Web by 30 June 2028. Per MCA’s illustration, those whose DIN was allotted in FY 2025-26 will file first by 30 June 2029.

Yes. Under Rule 12A(2), any change in mobile number, email address, or residential address must be reported via DIR-3 KYC Web within 30 days of such change. This event-based filing runs independently from the triennial cycle and does not reset the 3-year compliance period.

The DIN is immediately deactivated by the MCA system, blocking the partner from signing any Form 11, Form 8, or other MCA filings. Reactivation requires filing the DIR-3 KYC Web form with a non-refundable ₹5,000 fee, along with the standard verification process under Rule 12A.

Yes, the substituted Rule 12A applies to every individual holding a DIN as on 31 March of a financial year, including LLP designated partners. The compliance obligation is identical regardless of whether the DIN is used in a company or LLP, ensuring uniform regulatory treatment.

The additional fee is multiplier-based and depends on the period of delay and whether the LLP is a Small LLP or not. For instance, a 30–60-day delay incurs a 4× fee for a Small LLP and an 8× fee for others. Beyond 360 days, an additional ₹10/day (Small LLP) or ₹20/day (other) accumulates.

The additional fee on delayed Form 11 and Form 8 is roughly half for Small LLPs compared to other-than-Small LLPs across every delay slab, per the LLP (Amendment) Rules, 2022. Small LLP status (Section 2(1)(ta)) requires both contribution ≤ ₹25 lakh and turnover ≤ ₹40 lakh.

Yes, under Rule 37 of the LLP Rules, 2009, the Registrar may strike off an LLP that has not filed Form 8 and Form 11 for two consecutive financial years, treating it as defunct. Once struck off, the LLP loses its legal status, and its partners may face disqualification.

Yes, event-based filings are required for changes such as partner appointments or resignations (Form 4), LLP agreement changes (Form 3), and registered office changes (Form 15). These are filed within 30 days of the event, separately from the annual Form 11 and Form 8 cycle.

Setindiabiz connects you with an independent panel of licensed Chartered Accountants and Company Secretaries who manage your complete annual compliance — bookkeeping, audit coordination, ROC Form 11 and Form 8 preparation, ITR-5 filing, and triennial DIR-3 KYC submissions for all designated partners.