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.
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 LLPβs bank.
Who Can Form an LLP with Foreign Partners
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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.
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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.
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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.
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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.
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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 LLPβs filings and its penalties, so choose someone who will stay involved.
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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.
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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. -
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 partnerβs citizenship and place of incorporation in step 1.
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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 LLPβs capital or buy a share of its profits, whatever the sector or the amount.
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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. -
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 routeβs 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.
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 LLPβs bank. Times are estimates and some steps overlap.
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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.
β³ Turnaround: before any filing.
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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.
β³ Turnaround: usually 1β2 days.
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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.
β³ Turnaround: within the 10β15 working days for steps 3 and 4.
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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.
β³ Turnaround: within the 10β15 working days for steps 3 and 4.
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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.
β³ Turnaround: within 30 days of incorporation.
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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.
β³ Turnaround: set by your bank and remittance.
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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.
β³ Turnaround: usually 2β3 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.
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1β6 weeks
Documents from abroad
π¨ Under a week from Commonwealth countries, 1β2 weeks with an apostille, and 4β6 weeks with Indian embassy attestation.
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1β2 days
Digital Signatures
π Once documents arrive, each signatory completes a video verification and the Certifying Authority issues the signature.
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10β15 days
Name to Certificate
π RUN-LLP and FiLLiP, from name approval to the certificate, take 10β15 working days once the documents are complete.
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2β3 weeks
RBI Reporting
π¦ After the money arrives, FIRMS registration and Form LLP (I) usually take 2β3 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.
| No. | Point of difference | LLP | Private Limited Company |
|---|---|---|---|
| 1 | Entry test | Sector 100% automatic, no conditions | Sector cap and entry route |
| 2 | Land-border investors | Cannot invest | Government route |
| 3 | Shares and ESOPs | None; new partners can join | Yes |
| 4 | People and residency | Two partners; one resident designated partner | Two directors; one resident director |
| 5 | RBI report on money in | Form LLP (I), 30 days from receipt | FC-GPR, 30 days from issue of shares |
| 6 | Tax on profit | 31.2β34.94%; profit share not taxed again | 25.17% option; dividends taxed again |
| 7 | Change of form later | To a company, if the sector passes | To 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. | |||
β 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 LLPβs 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 partnerβs 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 βΉ on the MCA portal. They depend on the total contribution in FiLLiP; RUN-LLP costs βΉ200 whatever the size. For a contribution up to βΉ1 lakh, the three fees total βΉ750. Stamp duty is in the next section.
| No. | Contribution | FiLLiP fee | Form 3, 8, 11 fee |
|---|---|---|---|
| 1 | Up to βΉ1 lakh | βΉ500 | βΉ50 |
| 2 | Above βΉ1 lakh up to βΉ5 lakh | βΉ2,000 | βΉ100 |
| 3 | Above βΉ5 lakh up to βΉ10 lakh | βΉ4,000 | βΉ150 |
| 4 | Above βΉ10 lakh up to βΉ25 lakh | βΉ5,000 | βΉ200 |
| 5 | Above βΉ25 lakh up to βΉ1 crore | βΉ10,000 | βΉ400 |
| 6 | Above βΉ1 crore | βΉ25,000 | βΉ600 |
| 7 | RUN-LLP (name reservation) | βΉ200, any size | β |
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 LLPβs total contribution: FiLLiP from βΉ500 to βΉ25,000, and Form 3, 8 and 11 from βΉ50 to βΉ600 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.
| No. | State | Rule | βΉ1 lakh | βΉ5 lakh | βΉ10 lakh |
|---|---|---|---|---|---|
| 1 | Maharashtra | 1% of capital, max βΉ50,000 | βΉ1,000 | βΉ5,000 | βΉ10,000 |
| 2 | Delhi | 1% of capital, max βΉ5,000 | βΉ1,000 | βΉ5,000 | βΉ5,000 |
| 3 | Karnataka | βΉ5,000 up to βΉ10 lakh capital | βΉ5,000 | βΉ5,000 | βΉ5,000 |
| 4 | Tamil Nadu | βΉ1,000 where capital exceeds βΉ500 | βΉ1,000 | βΉ1,000 | βΉ1,000 |
| 5 | Gujarat | 1% of capital, max βΉ10,000 | βΉ1,000 | βΉ5,000 | βΉ10,000 |
| 6 | Uttar Pradesh | βΉ400 where capital exceeds βΉ10,000 | βΉ400 | βΉ400 | βΉ400 |
| 7 | Telangana | βΉ500 where capital exceeds βΉ5,000 | βΉ500 | βΉ500 | βΉ500 |
| 8 | West Bengal | βΉ150 where capital exceeds βΉ50,000 | βΉ150 | βΉ150 | βΉ150 |
| 9 | Rajasthan | βΉ2,000 per βΉ50,000, max βΉ10,000 | βΉ4,000 | βΉ10,000 | βΉ10,000 |
| 10 | Madhya Pradesh | Above βΉ50,000: 2%, max βΉ10,000 | βΉ2,000 | βΉ10,000 | βΉ10,000 |
Note: Rajasthan adds a 30% surcharge (βΉ5,200, βΉ13,000, βΉ13,000 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.
| No. | Item | Rate | Key point |
|---|---|---|---|
| 1 | Tax on the LLP | 30% | On the LLPβs whole total income, as for every firm |
| 2 | Surcharge | 12% | Only where total income exceeds βΉ1 crore |
| 3 | Health and Education Cess | 4% | On the tax plus any surcharge |
| 4 | Effective rate | 31.2% / 34.94% | Up to βΉ1 crore of income / above βΉ1 crore (30% Γ 1.04; Γ 1.12 Γ 1.04) |
| 5 | Alternate minimum tax | 18.5% | Applies only where the LLP claims certain deductions |
| 6 | Partnerβs share | Not taxed again | Where the share follows the profit ratio in the LLP agreement |
β 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 shareholderβs hands, so compare the total tax for your plan before choosing. The partnerβs 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.
| No. | Filing | Filed with | What it covers |
|---|---|---|---|
| 1 | LLP agreement | MCA (Form 3) | The agreement and any later change |
| 2 | Money received | RBI (Form LLP (I)) | Each foreign contribution, through the bank |
| 3 | Transfer with a non-resident | RBI (Form LLP (II)) | A transfer of a share between a resident and a non-resident |
| 4 | Annual return | MCA (Form 11) | Partners and contribution for the year |
| 5 | Accounts | MCA (Form 8) | Statement of account and solvency |
| 6 | FLA return | RBI (FLAIR portal) | Foreign liabilities and assets for the year |
| 7 | Audit of accounts | Practising chartered accountant | Unless turnover is within βΉ40 lakh or contribution within βΉ25 lakh |
| 8 | Income-tax return | Income Tax Department | With a transfer-pricing report where one is required |
| 9 | DIN KYC | MCA (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 βΉ7,500 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.
| No. | Event | Form | Due by | Filed with |
|---|---|---|---|---|
| 1 | Incorporation | Form 3 | 30 days from incorporation | MCA |
| 2 | Money received | Form LLP (I) | 30 days from receipt | RBI, through the bank |
| 3 | Transfer with a non-resident | Form LLP (II) | 60 days from receipt of funds | RBI, through the bank |
| 4 | Every year | FLA return | 15 July | RBI |
| 5 | Every year | Form 11 | 30 May | MCA |
| 6 | Every year | Form 8 | 30 October | MCA |
| 7 | Every year | Income-tax return | 31 October if audited, else 31 August | Income Tax Department |
| 8 | With a transfer-pricing report | Income-tax return | 30 November | Income Tax Department |
For the monthly calendar of filings, see the compliance calendar.
Further Reading on FDI in LLPs
FLA return filing in India: a practical guide
Every LLP with foreign investment files the FLA return by 15 July. See who files, the portal and what late filing means.
Partner vs designated partner in an LLP
How a partner differs from a designated partner: who must be resident, who signs filings, and who pays the penalties.
Automatic route (FDI)
What the automatic route means for foreign investment, and why an LLP can take foreign money only on this route.
Foreign Direct Investment (FDI)
What counts as foreign direct investment in India, the automatic and Government entry routes, and the rules that govern each.
FLA return (Foreign Liabilities and Assets)
The annual RBI return on foreign liabilities and assets: who must file it, what it reports, and its 15 July due date each year.
FLAIR portal of the RBI
The RBI web portal for the FLA return: how an LLP registers on it, the details it needs, and how it files the return each year.
Frequently Asked Questions
These answers cover the questions foreign partners ask most about forming an LLP in India.
Yes. A foreign national or a foreign company can be a partner in an Indian LLP, provided the LLP works in a sector where 100% foreign investment is allowed on the automatic route with no FDI-linked conditions, and at least one designated partner is resident in India.
Only those in sectors open to 100% foreign investment on the automatic route, with no conditions tied to that investment. A sector with a cap below 100%, one that needs Government approval, or one with conditions fails the test, and the business needs a company instead.
Then foreign money cannot come into an LLP for that business. The usual route is a private limited company, which faces only its own sector cap and entry route. Our company registration for foreigners page covers it.
No. An LLP can take foreign investment only on the automatic route. Where a sector or an investor needs Government approval, the LLP route is closed and a company is used instead.
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 also covers an investing company whose owners from such a country hold more than 10% of it or control it.
Not by itself. The land-border rule looks at citizenship, the place an entity is registered and who owns or controls the investing company, not where a person lives.
Yes, if owners from land-border countries hold 10% or less of it and do not control it. It may invest on the automatic route, and DPIIT requires the information on the NSWS portal before the money is sent.
No. A foreign venture capital investor (FVCI) or a foreign portfolio investor (FPI) cannot put money into an LLP. An LLP also has no shares, so it does not suit a business that plans to raise equity.
An NRI can, and also has a separate route on a non-repatriation basis that counts as domestic investment. See LLP registration for NRIs.
Yes. All partners may be foreign individuals or foreign companies, but at least one of the designated partners must be resident in India, meaning a stay of at least 120 days in the current financial year.
The LLP Act defines it as a person who has stayed in India for at least 120 days during the financial year. Nationality is not part of the test, so a foreign national who meets the stay can qualify.
No. You arrange the resident designated partner yourself. The person must be a partner, or the nominee of a company partner, and answers for the LLPβs filings and penalties.
A foreign company can be a partner in its own name. It acts through an individual it nominates, who can also serve as one of the designated partners.
Yes. Every designated partner needs a Director Identification Number. A foreign national without one applies for it in FiLLiP, using a passport as identity proof; up to five individuals can apply in one FiLLiP.
Our professional fee starts at US$349 and covers name reservation (RUN-LLP); FiLLiP with DIN applications for foreign designated partners using their passports; PAN and TAN; coordinating the DSC video verification across time zones; an LLP agreement drafted for a foreign partner, filed in Form 3; and collecting and uploading the foreign documents. Quoted separately: FIRMS registration and Form LLP (I); the valuation certificate; review of the foreign documentsβ attestation; and the DPIIT pre-remittance check where it applies. DSC charges, MCA fees and stamp duty are extra, the government amounts at actuals in βΉ; GST as shown on your quote.
By inward remittance through banking channels, or, where the investor holds one, from a repatriable foreign currency or rupee account under the FEMA deposit rules. The money goes into the LLPβs account with an authorised dealer bank.
Yes. The contribution must be at not less than its fair price, worked out by an internationally accepted method and certified by a chartered accountant, a practising cost accountant or an approved valuer. The certificate goes with Form LLP (I), and its valuation date must be within 90 days before the investment.
The RBI charges a late submission fee of βΉ7,500 plus 0.025% of the amount for each year of delay, counted in months and capped at the amount itself. This route is open for up to three years from the due date; after that, the delay has to be compounded.
Usually, yes. A partner of an LLP whose transactions reach βΉ2.5 lakh in a tax year, which the capital contribution alone often does, must apply for a PAN by 31 May after that tax year. A foreign national uses Form 95 and a foreign company Form 96.
Form LLP (I) within 30 days of receiving foreign contribution, Form LLP (II) within 60 days of receiving the funds on a transfer between a resident and a non-resident, and the FLA return by 15 July every year.
Yes. On disinvestment, the proceeds can be sent abroad or credited to a repatriable foreign currency or rupee account, subject to the pricing rules for transfers.
Yes. The LLP files Form 4 for the new partner, the contribution is priced at not less than fair value, and Form LLP (I) goes to the RBI within 30 days of the money arriving. See adding a partner to an LLP.
Yes, on the automatic route, if the company is in a sector open to 100% foreign investment on that route with no FDI-linked conditions. See converting a private limited company to an LLP.
Yes. An LLP with foreign investment in a sector open to 100% automatic investment, with no conditions, can convert into a company on the automatic route. See LLP to company conversion.
No questions in this category yet. Choose another category or ask us.
Request a Call / Quote
Tell us each partnerβs 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.
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Fee, statutory charges and GST shown separately, upfront.
Questions answered
A process expert explains the scope and the rules before you decide.
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One point of contact, status updates and a support portal.
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Documents needed, timeline and exclusions listed.
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Video verification and e-filing, so partners abroad need not travel.
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