LLP Registration for Foreigners in India (FDI in LLP)

Form an LLP in India with foreign partners, individuals or companies, where your sector allows 100% foreign investment on the automatic route with no FDI-linked conditions. We file RUN-LLP and FiLLiP, draft the LLP agreement and file it in Form 3. Starts at US$349.

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What is FDI in an LLP?

A limited liability partnership (LLP) is a body corporate under the Limited Liability Partnership Act, 2008, separate from its partners, with perpetual succession. A foreign national or a foreign company can be one of its partners, and the LLP can then hold foreign money as its capital.

Foreign investment in an LLP is allowed only where the sector permits 100% foreign investment on the automatic route and carries no FDI-linked performance conditions. A business that fails this test cannot use an LLP for foreign money and is usually set up as a company instead.

Sample

Disclaimer: Setindiabiz is a private professional services firm and is not affiliated with any government body. We prepare and file the LLP incorporation for you, and the RBI reports for a separate fee; the Certificate of Incorporation, LLPIN, PAN and TAN are issued by the Government of India. The Registrar decides the incorporation, and the RBI reports reach the RBI through the LLP’s bank.

Who Can Form an LLP with Foreign Partners

  1. A sector open to an LLP

    Your business must be in a sector where 100% foreign investment is allowed on the automatic route, with no conditions tied to that investment. A sector with a cap below 100%, Government approval or such conditions does not pass. We check your activity against the FDI Policy in step 1.

  2. An investor who may use an LLP

    Foreign individuals and foreign companies may invest. Investors linked to Pakistan, Bangladesh or another country sharing a land border with India cannot, nor can foreign portfolio or venture capital investors. The next section sets out each of these limits.

  3. At least two partners

    An LLP needs two or more partners, and each can be an individual or a company, Indian or foreign. Two foreign nationals, or a foreign company and an individual, meet this rule; one designated partner must still be resident in India, as the next item explains.

  4. A designated partner resident in India

    At least two partners who are individuals act as designated partners, and one must be resident in India: a stay of at least 120 days in the current financial year, with no nationality test, so a foreign national living here also counts. You arrange this person; we do not provide one.

  5. Who a designated partner can be

    A designated partner must be a partner, or the person a company partner nominates, so a foreign company partner can nominate an individual resident in India. The designated partners answer for the LLP’s filings and its penalties, so choose someone who will stay involved.

  6. A DIN and an office in India

    Each designated partner needs a Director Identification Number; a foreign national applies for it in FiLLiP with a passport. The LLP also needs a registered office in India for its letters and notices, shown by a rent agreement or title deed and a utility bill not older than two months.

Who Can Invest in an LLP

The rules under the Foreign Exchange Management Act (FEMA) decide who may put money into an LLP. These are the investors the rules keep out, the ones with an extra step, and where NRIs fit.

  1. Land-border countries

    Investors from a country sharing a land border with India cannot invest in an LLP: the FDI Policy (para 3.1.1, Press Note 2 of 2026) requires Government approval for them, and an LLP can take foreign investment only on the automatic route.

    This covers a citizen of, or an entity registered in, such a country, and an investing company whose owners from such a country hold more than 10% of it or control it. India shares land borders with Afghanistan, Bangladesh, Bhutan, China, Myanmar, Nepal and Pakistan. Living in such a country does not count by itself. Such investors use a company with Government approval; see India Entry Services and Press Note 2 of 2026, which rewrote Press Note 3 of 2020.
  2. Pakistan and Bangladesh

    Citizens of Pakistan or Bangladesh, and entities incorporated there, cannot invest in an LLP. The FEMA rules name both countries and leave them out of the LLP route whatever the sector, so we check each partner’s citizenship and place of incorporation in step 1.

  3. Portfolio and venture capital investors

    A foreign portfolio investor (FPI) or a foreign venture capital investor (FVCI) cannot put money into an LLP. The FEMA rules exclude both by name, so an investor in either category cannot contribute to an LLP’s capital or buy a share of its profits, whatever the sector or the amount.

  4. Small land-border ownership

    An investing company whose owners from a land-border country hold 10% or less and do not control it may invest on the automatic route; DPIIT, the Government department for foreign investment, requires the information on the National Single Window System (NSWS) portal before the money is sent.

    We check this before you remit; the check is quoted separately.
  5. NRIs and OCIs

    Non-resident Indians and OCI cardholders have a separate route: money they put in on a non-repatriation basis counts as domestic investment, at par with a resident, so the sector test above does not apply to it. See LLP registration for NRIs for that route’s fee and steps.

FDI Rules: These rules come from the FEMA (Non-debt Instruments) Rules, 2019 and the FDI Policy; the RBI Master Direction on foreign investment sets them out, and our India Entry page covers the company routes. The Government changes the FDI Policy through press notes, so we check the current text again before your money is sent.

LLP Registration Fees for Foreign Partners

Our Pricing Promise

  • Written Estimate by Email
  • Govt Fee at Actuals
  • Stamp Duty at Actuals
  • GST Shown Separately
  • Nothing Hidden
  • Clear Exclusions (if any)

What the fee covers RUN-LLP, FiLLiP with passport-based DINs for foreign partners, PAN and TAN, DSC video checks, the LLP agreement and Form 3. Quoted separately: FIRMS, Form LLP (I), valuation and the DPIIT check. DSC, MCA fees and stamp duty are extra; GST per quote.

Learn more about our pricing policy

Incorporation Cost

MCA fees, the State stamp duty on the LLP agreement and DSC charges are separate items in your written estimate; see Govt Fees and Stamp Duty below. Starts at

US$349

Fee only; DSC, govt fees, duty extra; GST per quote

Step-by-Step LLP Registration for Foreign Partners

The seven steps below run from the sector check to the first RBI report. Steps 3 to 5 are filed on the portal of the Ministry of Corporate Affairs (MCA); step 7 goes to the RBI through the LLP’s bank. Times are estimates and some steps overlap.

  1. Sector and investor check

    We check your business activity against the FDI Policy and confirm that each partner may invest in an LLP: the sector must be 100% automatic with no conditions, and no partner may fall under the land-border, Pakistan, Bangladesh, FPI or FVCI rules. If the activity fails the test, we tell you before any filing and explain the company route.

    ⏳ Turnaround: before any filing.

  2. Digital signatures

    Each signatory gets a Class 3 digital signature. A foreign applicant sends a passport and address proof, and the Certifying Authority verifies the person on a short video call, with the originals shown on screen. The same signatures sign RUN-LLP, FiLLiP and Form 3 on the MCA portal, so each signatory needs one before step 3.

    ⏳ Turnaround: usually 1–2 days.

  3. Name reservation

    We search the MCA register and the trade mark records, then file RUN-LLP with up to two names. The approved name is held while FiLLiP is prepared, so the documents carry the final name. A name close to an existing company, LLP or trade mark can be refused, so we test your options against both records before filing.

    ⏳ Turnaround: within the 10–15 working days for steps 3 and 4.

  4. FiLLiP and the certificate

    We file FiLLiP, the incorporation form, with DIN applications for the designated partners and the PAN and TAN request. The Registrar issues the Certificate of Incorporation in Form 16, showing the LLPIN, PAN and TAN. A foreign partner is named in FiLLiP by passport number, so an Indian PAN is not needed at this stage.

    ⏳ Turnaround: within the 10–15 working days for steps 3 and 4.

  5. LLP agreement and Form 3

    We draft the LLP agreement for a foreign partner. You sign it and pay stamp duty under the law of the State where it is signed; if every partner signs abroad, it is stamped within three months of reaching India, and we confirm the State with you. We file it in Form 3 within 30 days of incorporation; start early, as a late Form 3 carries an additional fee.

    ⏳ Turnaround: within 30 days of incorporation.

  6. Bank account and the money in

    The LLP opens a current account with an authorised dealer bank, and its FIRMS registration (step 7) is started first, as it cannot receive foreign money without it. A valuer certifies the fair price, dated within 90 days of the money arriving; where a DPIIT filing applies, it goes in before the remittance.

    ⏳ Turnaround: set by your bank and remittance.

  7. FIRMS and Form LLP (I)

    For a separate fee, we complete the FIRMS registration (the entity, then an LLP user the bank approves) and file Form LLP (I) through the bank, within 30 days of the money arriving. After that, the LLP files the FLA return with the RBI every year by 15 July. Missing the 30 days leads to a late submission fee, so tell us the day the money lands.

    ⏳ Turnaround: usually 2–3 weeks after the money arrives.

Timeline for LLP Registration with Foreign Partners

Indicative times. The documents from abroad decide most of the wait, as their attestation depends on the country and takes from under a week to six weeks. The Indian filings follow once they arrive, and the RBI report runs after the money comes in.

  1. 1–6 weeks

    Documents from abroad

    πŸ“¨ Under a week from Commonwealth countries, 1–2 weeks with an apostille, and 4–6 weeks with Indian embassy attestation.

  2. 1–2 days

    Digital Signatures

    πŸ” Once documents arrive, each signatory completes a video verification and the Certifying Authority issues the signature.

  3. 10–15 days

    Name to Certificate

    πŸ“„ RUN-LLP and FiLLiP, from name approval to the certificate, take 10–15 working days once the documents are complete.

  4. 2–3 weeks

    RBI Reporting

    🏦 After the money arrives, FIRMS registration and Form LLP (I) usually take 2–3 weeks, within the 30-day limit.

LLP vs Private Limited Company for a Foreign Owner

An LLP and a private limited company can both take foreign money, but the rules differ. An LLP is open only where the sector allows 100% foreign investment on the automatic route, while a company follows the sector cap and route. The table sets out the points a foreign owner weighs.

An LLP and a private limited company with foreign investment, compared
No.Point of differenceLLPPrivate Limited Company
1Entry testSector 100% automatic, no conditionsSector cap and entry route
2Land-border investorsCannot investGovernment route
3Shares and ESOPsNone; new partners can joinYes
4People and residencyTwo partners; one resident designated partnerTwo directors; one resident director
5RBI report on money inForm LLP (I), 30 days from receiptFC-GPR, 30 days from issue of shares
6Tax on profit31.2–34.94%; profit share not taxed again25.17% option; dividends taxed again
7Change of form laterTo a company, if the sector passesTo an LLP, if the sector passes
Quick Takeaway An LLP suits a self-funded service business in an open sector, where the partners set their profit shares by agreement and that share is not taxed again in India. A company suits a business that may raise equity from new investors over time or give employees stock options, and of the two it is the only one open to a sector with a foreign-investment cap or conditions, or to a land-border investor with Government approval.

← Swipe sideways to compare both β†’

Benefits of an LLP for Foreign Partners

Where your sector passes the test, an LLP gives foreign partners these advantages.

Limited liability

A partner is not liable for the LLP’s debts merely by being a partner; each partner still answers for their own wrongful acts.

A foreign company as partner

A foreign company can be a partner directly, acting through an individual it nominates.

Profit share by agreement

The partners set their profit shares and rights in the LLP agreement, not by a shareholding.

Profit share not taxed again

The LLP pays tax on its income; a partner’s share of that income, in the agreed ratio, is not taxed again in India. Remuneration or interest paid to a partner is not part of that share.

Lighter routine

The LLP Act leaves management to your agreement: no board meetings or AGMs to hold. The filings, reports and any required audit still apply.

Exit money can go abroad

When a foreign partner sells or reduces their contribution, the proceeds can be sent abroad or paid into a repatriable account.

Government Fees for LLP Registration

MCA fees are the same for an LLP with foreign partners as for any LLP and are paid in β‚Ή on the MCA portal. They depend on the total contribution in FiLLiP; RUN-LLP costs β‚Ή200 whatever the size. For a contribution up to β‚Ή1 lakh, the three fees total β‚Ή750. Stamp duty is in the next section.

MCA fees for LLP incorporation (Annexure A, LLP Rules, 2009)
No.ContributionFiLLiP feeForm 3, 8, 11 fee
1Up to β‚Ή1 lakhβ‚Ή500β‚Ή50
2Above β‚Ή1 lakh up to β‚Ή5 lakhβ‚Ή2,000β‚Ή100
3Above β‚Ή5 lakh up to β‚Ή10 lakhβ‚Ή4,000β‚Ή150
4Above β‚Ή10 lakh up to β‚Ή25 lakhβ‚Ή5,000β‚Ή200
5Above β‚Ή25 lakh up to β‚Ή1 croreβ‚Ή10,000β‚Ή400
6Above β‚Ή1 croreβ‚Ή25,000β‚Ή600
7RUN-LLP (name reservation)β‚Ή200, any sizeβ€”

Note: These are MCA fees only. Our professional fee (starts at US$349), DSC charges and the State stamp duty are separate; GST as shown on your quote. Both MCA fees rise with the LLP’s total contribution: FiLLiP from β‚Ή500 to β‚Ή25,000, and Form 3, 8 and 11 from β‚Ή50 to β‚Ή600 a form, paid each time a form is filed. Your written estimate states each fee before we file anything.

Stamp Duty on the LLP Agreement: Nine States and Delhi

Stamp duty on the LLP agreement is a State levy under the law of the State where the agreement is signed, and it depends on the capital the partners bring in as cash. If every partner signs abroad, the Indian Stamp Act allows three months from its arrival in India to stamp it; State Acts can differ. Karnataka and Rajasthan have a separate LLP article and Maharashtra and Gujarat name LLPs in their partnership article; the other four States and Delhi have no LLP entry, so their partnership article is applied in practice. We confirm the State and the timing with you.

Stamp duty on an LLP agreement in nine States and Delhi (cash capital only, indicative)
No.StateRuleβ‚Ή1 lakhβ‚Ή5 lakhβ‚Ή10 lakh
1Maharashtra1% of capital, max β‚Ή50,000β‚Ή1,000β‚Ή5,000β‚Ή10,000
2Delhi1% of capital, max β‚Ή5,000β‚Ή1,000β‚Ή5,000β‚Ή5,000
3Karnatakaβ‚Ή5,000 up to β‚Ή10 lakh capitalβ‚Ή5,000β‚Ή5,000β‚Ή5,000
4Tamil Naduβ‚Ή1,000 where capital exceeds β‚Ή500β‚Ή1,000β‚Ή1,000β‚Ή1,000
5Gujarat1% of capital, max β‚Ή10,000β‚Ή1,000β‚Ή5,000β‚Ή10,000
6Uttar Pradeshβ‚Ή400 where capital exceeds β‚Ή10,000β‚Ή400β‚Ή400β‚Ή400
7Telanganaβ‚Ή500 where capital exceeds β‚Ή5,000β‚Ή500β‚Ή500β‚Ή500
8West Bengalβ‚Ή150 where capital exceeds β‚Ή50,000β‚Ή150β‚Ή150β‚Ή150
9Rajasthanβ‚Ή2,000 per β‚Ή50,000, max β‚Ή10,000β‚Ή4,000β‚Ή10,000β‚Ή10,000
10Madhya PradeshAbove β‚Ή50,000: 2%, max β‚Ή10,000β‚Ή2,000β‚Ή10,000β‚Ή10,000

Note: Rajasthan adds a 30% surcharge (β‚Ή5,200, β‚Ή13,000, β‚Ή13,000 in all). Figures leave out e-stamping charges. For these and other States, we confirm the current rate in the written estimate before the agreement is printed. Under the Indian Stamp Act, an agreement signed only abroad can be stamped within three months of its first arrival in India; State Acts can differ.

How an LLP with Foreign Partners Is Taxed (Tax Year 2026-27)

The Income-tax Act, 2025 treats an LLP as a firm, whoever its partners are. The LLP pays tax on its income in India; the partners do not pay again in India on their share of that income. Remuneration or interest the LLP pays a partner is outside that share.

Income tax on an LLP, tax year 2026-27
No.ItemRateKey point
1Tax on the LLP30%On the LLP’s whole total income, as for every firm
2Surcharge12%Only where total income exceeds β‚Ή1 crore
3Health and Education Cess4%On the tax plus any surcharge
4Effective rate31.2% / 34.94%Up to β‚Ή1 crore of income / above β‚Ή1 crore (30% Γ— 1.04; Γ— 1.12 Γ— 1.04)
5Alternate minimum tax18.5%Applies only where the LLP claims certain deductions
6Partner’s shareNot taxed againWhere the share follows the profit ratio in the LLP agreement

← Swipe sideways to see all columns β†’

A private limited company can opt for 22%, or 25.17% with surcharge and cess, but its dividends are taxed again in the shareholder’s hands, so compare the total tax for your plan before choosing. The partner’s home country may also treat an Indian LLP differently, for example as transparent, so each foreign partner should check the position there as well.

What an LLP with Foreign Partners Files

After incorporation, the LLP reports to the MCA, the RBI and the Income Tax Department. The designated partners answer for these filings; the dates are in the next section.

Filings of an LLP with foreign investment
No.FilingFiled withWhat it covers
1LLP agreementMCA (Form 3)The agreement and any later change
2Money receivedRBI (Form LLP (I))Each foreign contribution, through the bank
3Transfer with a non-residentRBI (Form LLP (II))A transfer of a share between a resident and a non-resident
4Annual returnMCA (Form 11)Partners and contribution for the year
5AccountsMCA (Form 8)Statement of account and solvency
6FLA returnRBI (FLAIR portal)Foreign liabilities and assets for the year
7Audit of accountsPractising chartered accountantUnless turnover is within β‚Ή40 lakh or contribution within β‚Ή25 lakh
8Income-tax returnIncome Tax DepartmentWith a transfer-pricing report where one is required
9DIN KYCMCA (DIR-3-KYC-Web)Each designated partner, once every three years

Note: Late RBI reports attract a late submission fee, and a late Form 3, 8 or 11 an additional MCA fee. GST, TDS and advance tax apply as for any business. We track these dates under LLP annual compliance, a separate service. The late submission fee is β‚Ή7,500 plus 0.025% of the amount for each year of delay, per return, and this route is open for up to three years from the due date.

Due Dates for an LLP with Foreign Partners

These are the filing windows, counted from the event or set each year; extensions notified by the MCA, the RBI or the tax department can move them.

Due dates of an LLP with foreign investment
No.EventFormDue byFiled with
1IncorporationForm 330 days from incorporationMCA
2Money receivedForm LLP (I)30 days from receiptRBI, through the bank
3Transfer with a non-residentForm LLP (II)60 days from receipt of fundsRBI, through the bank
4Every yearFLA return15 JulyRBI
5Every yearForm 1130 MayMCA
6Every yearForm 830 OctoberMCA
7Every yearIncome-tax return31 October if audited, else 31 AugustIncome Tax Department
8With a transfer-pricing reportIncome-tax return30 NovemberIncome Tax Department

For the monthly calendar of filings, see the compliance calendar.

Frequently Asked Questions

These answers cover the questions foreign partners ask most about forming an LLP in India.

No questions in this category yet. Choose another category or ask us.

Request a Call / Quote

Tell us each partner’s citizenship and, for a company partner, who owns it, with your business activity and the capital you plan. We send a written estimate with our fee, DSC charges, government fees and stamp duty set out separately. You can also write to info@setindiabiz.com or call +91 98996 00605.

  • Written estimate first

    Fee, statutory charges and GST shown separately, upfront.

  • Questions answered

    A process expert explains the scope and the rules before you decide.

  • Quality you can check

    Defined deliverables; qualified professionals where required.

  • Support through completion

    One point of contact, status updates and a support portal.

  • Clear scope and timeline

    Documents needed, timeline and exclusions listed.

  • Online, wherever you are

    Video verification and e-filing, so partners abroad need not travel.

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