Minimum Requirements to Incorporate an LLP
Minimum Two Person
Register your Limited Liability Partnership with at least two persons to act as the initially designated partner in the LLP. There is no limit on the maximum number of partners.
One Designated Partner
One Designated Partner of the LLP should be resident in India. A Person is considered a resident when it stays in India for over 182 days during the previous financial year
The LLP needs an address for its incorporation; we require the proof of the registered address not older than 2 months and the NOC from the registered address owner.
The LLP Act does not prescribe any minimum or maximum capital as such; hence you may keep the capital/contribution of the LLP as per the LLP Business requirement.
Process of LLP Registration
The LLP is a new business type where two or more persons incorporate a business with the simplicity of partnership firm and advantages of an incorporated entity such as a company. After placing the online order for LLP Incorporation, submit necessary information and documents to us through an Online Questionnaire developed by us.Request to Call Back Explore Price
Stepwise Process & Time Line for LLP Registration
Documents of All Partners of LLP
Passport Size Colour Photograph
PAN Card of All Partners
Telephone, Gas, Electricity Bill or Bank Statement
Passport/Voter ID/Driving License
Documents For Registered Address
Proof of Premises
Telephone, Electricity, Water Bill
NOC From Owner
Stepwise Process of LLP Registration
Documents For LLP Registration
LLP registration procedure starts with documentation of the proposed designated partners/partners and relating to the registered address of the LLP. Ensure that the documents are updated and correct. The list of documents required is provided above for your reference. We shall request the necessary information for LLP Registration in the Questionnaire.
Selection of Name for LLP
The Name of the LLP should be cross-checked with the ROC and the trademark registry to avoid any infringement of someone else Trademark or Other Company /LLP Name. The selection of a proper name should be the starting point, Learn the Guideline for Name Approval of the LLP .
Making of Partners DSC
DSC is equivalent to the physical or paper signature under the information technology act. For registration of LLP, all the applications to ROC are filed in digital format signed by designated partners of the LLP. The filing process starts with the issue of a digital signature for all the partners of the LLP.
Name Approval for LLP Registration
The application for the Name approval of LLP is submitted in FormForm RUN-LLP. It is a web-based application, where two names in order of preference can be filed with a note on the significance of the Name and the business activities.
ROC Filing for LLP Incorporation
The application of New LLP Registration is filed in FILIP Form immediately after name approval. The partners KYC documents and proof of the registered address are submitted along with the application form. The FormForm, FILIP, is attested by a practising Chartered Accountant, Company Secretary, Cost Accountant, or an Advocate practising at High Court. The government filing fee for registration of LLPLLP Registration depends on the proposed capital/contribution of the LLP.
Registration of LLP with ROC
The final stage for the LLP registration is the Issue of Certificate of Incorporation for the LLP after the verification of the application for LLP Registration is filed in FormForm FILIP. The issuance of the registration certificate of LLP is the conclusive proof of the registration of the LLP by ROC.
Drafting of LLP Agreement and Filing to ROC
Post-registration of the LLP, the partners need to enter into a valid agreement on stamp paper of appropriate value as per respective state. The LLP agreement defines the mutual rights and duties of the partners, and the signature on the LLP Agreement should be done before a notary public. The duly signed LLP agreement is then filed with ROC in Form -3 within 30 days of the LLP Incorporation.
PAN Card & TAN Number for the LLP
The LLP needs to make an application in the prescribed Form 49A to the income tax department for the allotment of PAN, The acknowledgement of pan application for the LLP is received within the same day. However, the pan is allotted within a week. TAN number is a permanent number assigned to business for complying with the provisions of withholding tax (TDS). You are required to deduct TDS while making payments; hence, the next step is to obtain a TAN number, which is mandatory to submit TDS Returns.
All-Inclusive Fee For LLP Registration Fee For Specific State (For Capital up to ₹ 1,00,000 and Two Promoters)
National Capital Territory of India
Mumbai, Pune, Nagpur, etc.;
Hyderabad, Warangal, etc.;
Bengaluru, Mysore, etc.;
Visakhapatnam, Vijayawada, etc.;
Faridabad, Gurugram, etc.;
Noida, Lucknow, etc.;
100 % Online Process
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List of Items that you get with LLP Registration at Setindiabiz
- DIN for 2 Partners
- Digital Signature for 2 Partners
- LLP Name Approval
- LLP Agreement Drafting
- Incorporation Certificate
- Filing of LLP Agreement (Form-3)
- Copy of Spice Plus Form as approved
- LLP PAN Card
- LLP TAN/TDS Number
- Bank A/c Opening Document Support
Note: The Govt Fee payable to ROC depends on Capital and the Location of the Company. Request Customised Quote
Important Articles on LLP Registration
What Are the Minimum Requirements for LLP Registration in India →
How To Keep New Company or LLP Name →
Registered Office of Company in India →
Guide on Documentation for LLP Registration & Draft Formats →
Frequently Asked Questions
What is an LLP?
An LLP is a new form of body corporate introduced in India through the LLP Act, 2008. An LLP in India is an advancement over the existing partnership firm with advantages of corporate structure such as the limitation on the liability of the partners. An LLP is considered as a separate legal entity, perpetual succession, with the liability of partners limited to the capital being contributed by them. Hence, a shareholder is not personally liable for the debts of the company.
For small businesses, what are the benefits of LLP?
The LLP is the most suitable form of business for small businesses in India, where there are fewer regulations to comply with. Unlike a company, audits are not necessary till the turnover crosses 40 Lac or the capital crosses 25 lac. Hence we can say that the LLP Company Registration is beneficial for small business.
I am carrying business as a sole proprietor/partnership, can I register a Limited Liability Partnership (LLP)?
Yes, you can either incorporate a fresh LLP or convert the existing proprietorship or partnership business as an LLP. The cost of conversion is comparatively higher in comparison to incorporating a new limited liability partnership.
Is the LLP structure suitable for my business?
As said before, the most significant advantage of starting a business with an LLP form of organisation is the outlook by all outside parties towards the business. Though the decision of whether to set up the business as a Limited Liability Partnership or not, rests upon you, it is advised that the entrepreneur closely evaluate all the merits and demerits. To analyse the suitability of the LLP in your situation, please contact us.
What is a Digital Signature Certificate (DSC)?
The digital signature is an equivalent of physical or paper certificates in digital format. As the application For LLP Registration is filed online with Digital Signatures of the designated partners, hence the process starts with the issuance of the digital signature for all the designated partners. Photo, ID and Address proof is to be submitted along with Form for the issuance of DSC.
What is the meaning of DPIN (Designated Partner Identification Number)?
The DPIN is the old reference to the DIN number for the partners of an LLP. The DIN is a unique number allotted by MCA to every person who intends to take the position of a director of the company or a designated partner in the LLP. For allotment of DIN, an application to MCA is made with Photo, Attested ID and Address proof duly attested by CA, CS or CMA.
What is LLP Identification Number (LLPIN)?
Every LLP is allotted a unique number for its identification by the registrar of companies after its incorporation. The LLPIN is mentioned on the certificate of incorporation of the LLP.
Is LLP a better business type to raise funds from private investors?
We are of the considered view that a private limited company is a better option for raising investment from the private investor as the companies act have elaborate provisions dealing with shares and its transfer. The LLP's are meant for professionals such as CA, Doctors, Architects and Lawyers, etc.
The LLP Agreement governs the relationship between the partners and their capital structure. Hence in case your business is capital intensive, or you intend to raise money from investors, it is better to incorporate a company. Click here to learn more
What are the rules for choosing a name for a Limited liability partnership?
The name of LLP need to be unique and must conform with section 15 of the LLP Act, which is similar to the provisions relating to the name of a company under the Companies Act, 2013. To be brief, the proposed name of LLP should not be same or similar to any other existing company, LLP or a Trademark. Kindly refer our detailed discussion on the rules relating to the name of a company or LLP
What is Contribution in LLP?
The Contribution is the synonym of capital in respect of the LLP, and the Contribution is the investment by the partners made in compliance with the LLP Agreement. The Contribution may be introduced by a partner in the form of Cash, Promissory Notes, Tangible or Intangible Property or Movable or immovable property etc.
What is the capital required to start a Limited Liability Partnership?
The LLP Act does not prescribe any minimum or maximum capital for a limited liability partnership. It means you can start an LLP with any amount of capital as per the requirement of the business. The ROC fee of incorporation of the LLP and the stamp duty payable on the LLP agreement is dependent on the contribution of the LLP
How can LLP raise funds?
The initial source of funds for an LLP is the partners of the LLP as per the agreement in the LLP Agreement. Further requirements of the funds can be met by a fresh round of investment by the partners. The LLP can also borrow loans from other private parties, entities or banks.
What kind of Business Can be Done in LLP Form of Business?
Section 2(e) of the LLP Act, Specifically defines the word "Business" which says [ Business includes every trade, profession, service and occupation ] The definition excludes Manufacturing explicitly, Production etc. hence you are advised to pursue only those activities which are not like Manufacture or Production as such.
Who prefers to register LLPs?
An LLP is an advancement over a partnership firm with the features of the corporate form of business, and the LLP's are most suitable for professionals like CAs, CS, Advocates, Engineers, Doctors and small businesses with low turnover. Kindly note that there is no restriction in the law concerning the suitability of the LLP vis a vis any form of business.
What is the meaning of “Limited Liability” in LLP?
Limited Liability implies that the partners of the LLP are not personally liable to pay debts of the business. They are only responsible for the outstanding shares of the capital of the LLP.
What is the difference between LLP and Other Forms of Business?
We have prepared a detailed and easy to understand comparative table showing the availability of features and advantages of one form of business to that of others. Please refer to the comparative analysis of LLP vis a vis other business types in the above section of this page.
What is the minimum number of partners for LLP Registration?
The minimum of two designated partners is prescribed under the LLP Act 2008 for the incorporation of an LLP. However, there is no limit on the maximum number of partners in a Limited Liability Partnership.
Who can be a partner in an LLP?
Any person capable of entering into contracts such as an individual, company or foreign national can be a partner in an LLP.
What is the difference between Partners and Designated Partners?
In contrast, a designated partner is a designation of responsibility and is responsible for the compliance of all the laws applicable on the LLP and the LLP Act 2008 in particular. In case there is any default then the designated partners are penalised with fine, additional fee and penalty.
Who can become a Designated Partner?
While any person can become a partner in the LLP, but only an individual can be appointed as the designated person. In some cases, the designated partner is a nominee of a corporate partner of the LLP. There is no educational qualification prescribed, hence any person over eighteen years of age is acceptable as the designated partner so long he is otherwise capable of entering into contracts.
Who will be appointed as designated partners in case all the partners are corporate bodies?
Well, in an LLP, a company can also be partners; however, the designated partners need to be an individual. In case, all the designated partners can be the nominee or authorised representative of such corporate partners. Please note that there must be two designated partners in the LLP.
What is the qualification to become a designated partner or partner in an LLP?
The LLP Act 2008 or LLP Rules does not prescribe any educational, professional qualification or experience. The proposed partner of the designated partner should be eligible to enter into an agreement as per the contracts act. It means any person over the age of eighteen years who is of sound mind and not adjudged as insolvent can become the partner or designated partner of an LLP
What are the responsibilities of a designated partner in the LLP?
The designated partner(s) has been entrusted with the responsibility of managing the LLP in the best efficient manner. The most important responsibility is the compliance with several laws applicable on the LLP, such as LLP Act, GST and income tax. A designated partner is liable for misconduct or fraud or if found guilty of default.
Can a Salaried person become a Partner in LLP?
Yes, there is no legal restriction on a person in the employment to become a partner of a designated partner in the LLP. However, you should check the employment documents such as offer letter, appointment letter, terms of employment and the general policy of HR to find if there is any restriction imposed by the employer upon you.
Can NRI / OCI / Foreign Nationals be a Designated Partners in an LLP?
The foreign direct investment (FDI) is very well allowed in the LLP. In compliance with the FEMA Act, Rules and Regulations, a person who is a non-resident Indian or an overseas person of India can invest into an LLP on the non-repatriation basis just like any other individual. However, the foreign nationals can be designated partners subject to appropriate reporting to RBI. In any case, there must be one Indian citizen as the designated partner of the LLP.
How to add partners in LLP?
The new partner can be added with the consent of all other partners of the LLP and in compliance with the LLP Agreement. The process of appointing a new partner is to convene a meeting of all the existing partners and then pass a resolution. The reporting of the new partner addition is made to the ROC in form 4 as the LLP agreement shall also change, the same need to be filed with the ROC in Form 3.
Has LLP less annual maintenance cost as compared to the private limited company?
The cost of regular compliance and annual filing of LLP or the company depends on the scale of operation and the turnover of the business. However, the cost of standard compliance like accounting, GST Filing, Payroll etc. shall be the same in all forms of the business.
The cost of annual filing may be lesser to an LLP in case the turnover of the LLP is less than 40 Lacs. It is noteworthy that there is no need to get the books of account audited by a CA in case the turnover is less than 40 Lacs.
How long will it take to incorporate an LLP?
The incorporation of an LLP is an online process and gets incorporated within a week's time. However, as it is a legal process, giving an exact timeline is not practical and sometimes due to non-availability of the proposed name of deficient documents of the partners of the registered address it can get delayed. We recommend startups to take care of documentation and consider the rules governing the name of an LLP in order to reduce the LLP Registration time.
What is the validity of the incorporation of the LLP?
The incorporation of LLP is done under the provisions of the LLP Act 2008, and upon generation of the certificate of incorporation, an LLP is regarded as a distinct legal entity. There is no expiry date of an LLP, and it is valid until the LLP is wound off following the legal process of winding off as prescribed under the LLP Act or the IBC.
What are the documents required for incorporation of LLP?
The formation of an LLP is a statutory process, The LLP registration documents consists of three sets of documents are filed to the ROC for the issue of the Certificate of Incorporation of the LLP. These are Partners Documents such as the Identity and Address Proof, Documents of the Registered Address and Statutory Forms. These documents are readily available with any startup. You may refer to the List of LLP Formation Documents above.
What documents are accepted as Identity Proof of Partners?
For incorporation of an LLP under The Limited Liability Partnership Act, 2009, anyone from below mentioned list of the document is acceptable as Identity Proof of the partner or designated partner of the proposed LLP.PassportDriving LicenseVoter ID Card
What documents are accepted as address proof of the partner?
A Limited Liability Partnership is incorporated with a physical address to be declared as the registered office of the newly registered LLP. Following are the list of the documents which are acceptable as proof of premises where the registered office of the LLP is situated. The premises proof should not be older than two months. Electricity Bill, Gas Bill, Telephone Bill, Mobile Bill, NOC from the Owner of Premises
What are the forms required to be signed by the partners of an LLP?
For LLP Registration, the partners need to sign on a subscription sheet, which is also attested by a practising professional like CA, CS, CMA or Advocate. Please contact us for the sample. subscription sheet of the LLP
What is the LLP Agreement?
The partners of the LLP bind themselves concerning their mutual rights and obligation, capital contribution ratio, profit sharing ratio in a document which is known as LLP Agreement. After LLP formation, the partners need to execute the same and file a copy with the registrar of companies within 30 days of Incorporation, failing which a penalty of Rs. 100 day is imposed for each day of delay.
LLP Formation Cost
LLP Formation Cost depends on the Capital of LLP and the location of the registered address of your LLP. Setindiabiz offers LLP Registration Service at a very reasonable fee of Just Rs 3499/-. You have to pay the government fee on an actual basis. It is genuinely transparent pricing.
Is an office required to start a Limited Liability Partnership?
Yes, it is mandatory for an LLP to maintain a registered office. The registered address is required to be intimated at the time of incorporation of the LLP, similarly, with every change in the registered address, the same need to be intimated to the ROC
What address to be given as a registered office of the LLP?
A registered office is required to hold meetings, for keeping records and receiving correspondence from all the statutory/government authorities. The registered office does not have to be necessarily owned by the company, and it can be on rented premises also. The registered office of the company determines its jurisdiction for registration, for instance, an LLP with registered office in Delhi will come under the jurisdiction of Registrar of LLP, Delhi.
Do I need to take a NOC from the owner of the registered address? What is the format?
Before an LLP occupies any premises as its registered address, a no-objection certificate must be obtained from the owner of the premises. Similarly, at the time of filing for LLP registration, we need a NOC from the current owner of the premises along with proof of ownership as explained above. to download the format of NOC, please click at https://www.setindiabiz.com/learning/format-of-noc-from-owner-of-registered-office-address-of-company/
Can Coworking / shared office/ Virtual Office address be the registered address of the LLP?
A registered office is required to be declared at the time of LLP incorporation and to be maintained by the LLP, which must be capable of receiving and acknowledging all communications and notices as may be addressed to it. Further, the statutory records of the LLP also need to be maintained at the registered address of the LLP. Hence having a registered address at co-working space is not acceptable unless this is a lockable area.
Can I change the registered office of my LLP?
The registered office of the LLP can very well be shifted to another place. The process of shifting the registered address within the state is straightforward and can be completed by filing Form 15 to the ROC. However, to shift the RO from one state to another involves a lot of processes.
Can I keep my residential address as the registered address of the LLP?
There is no restriction on registering the LLP on residential addresses, so long you can provide the proof of the registered address and NOC from the owner of the premises.
What is the obligation of the partner when there is a change in his address or Contact details?
The change in partners particulars of a partner of the LLP, such as name, address, phone number or email address, must be reported to the LLP within 15 days of such change. The partner of LLP if having been allotted a DIN number should file the form DIR-6 immediately to update the DIN database. After receiving the information from the respective partner, the LLP needs to file Form 4 to the ROC in case there is a change in the name or address of the partner.
What are the annual compliance requirements for an LLP?
Every LLP needs to file two kinds of annual returns in general, the income tax return and ROC Returns. There are two ROC returns that have to be filed; Form 11 is the yearly return of the LLP, and Form 8 is the statement of solvency. Please refer to https://www.setindiabiz.com/llp-annual-compliance
What is the penalty of not filing the LLP Agreement to ROC?
The LLP agreement is drafted and signed after the LLP registration process is complete. Take care that appropriate stamp duty on the LLP agreement is paid. We recommend you to get the LLP Agreement attested by a Notary public.
For LLP Agreement Registration Form-3 should be filed with the ROC within 30 days from the date of incorporation of the LLP. For the delay in filing the LLP agreement, there is an additional fee of Rs 100 for each day of delay. In case the LLP agreement is not filed at all then the relationship between the parties shall be governed by the schedule I of the LLP act.
What is the purpose and fee for filing Form 3?
Form 3 is the prescribed form for filing the LLP Agreement with the ROC. Every time the LLP Agreement is amended, Form 3 needs to be filed. The government fee for filing the Form 3 is Rs 50/- Only
What is the form to file an ROC Annual Return of the LLP?
The annual return of the LLP is filed before 30th May for the preceding year in the prescribed form 11. The ROC filing fee for Form 11 is Rs 50/- Only. This is a mandatory filing and is applicable for the LLP even if there is NIL business activity. However, for a newly incorporated LLP, you may escape the filing of Form 11 to next year provided the LLP is registered on or after 1st October of preceding financial year.
What is Form 8, and its due date of filing?
Form 8 is the prescribed form for filing of the financial return of the LLP. The statement of solvency in form 8 is filed before 30th October for the preceding financial year. This is mandatory to all LLP irrespective of its turnover or scale of operations. However, if the LLP is incorporated after 1st October of the previous financial year, then the filing of Form 8 may be deferred to the next financial year.
How to Close the LLP or Cancel the LLP Registration?
inactive or defunct LLP can be closed by filing FORM-24 to the ROC after paying all the liabilities of the LLP. Please refer to https://www.setindiabiz.com/winding-up-of-inactive-llp