LLP Registration

What is an LLP?

A Limited Liability Partnership (LLP) is a hybrid business structure combining the benefits of a company (limited liability) and a partnership firm (flexibility of internal operations). It is governed by the LLP Act, 2008.

Key Features of LLP

Separate Legal Entity – Can own assets and sue or be sued in its own name.
Limited Liability – Liability of partners is limited to their contribution.
No Minimum Capital Requirement
Perpetual Succession – Continues even if partners change.
Less Compliance compared to companies.

Basic Requirements for LLP Registration

Minimum Partners: 2 (at least one must be a resident of India)
Maximum Partners: No limit
Capital Contribution: No minimum requirement
Registered Office: Mandatory; proof must be submitted
Name Approval: Unique and not similar to any existing company or trademark

Documents Required

For Partners:
PAN Card (mandatory)
Aadhar Card
Address Proof (Electricity bill, Bank statement, etc.)
Passport-size Photo
Passport (for foreign nationals)

For Registered Office:
Electricity Bill / Rent Agreement / NOC from owner

LLP Registration Process (Step-by-Step)

1️⃣ Obtain DSC (Digital Signature Certificate)
Required for filing online forms.
All designated partners must have DSC.

2️⃣ Apply for DPIN/DIN (Designated Partner Identification Number)
Can be obtained while applying for LLP incorporation (Form FiLLiP).

3️⃣ Name Reservation (RUN-LLP)
Use Reserve Unique Name (RUN) service.
Choose a unique name ending with “LLP”.

4️⃣ File FiLLiP (Form for Incorporation of LLP)
Contains details like:
Partners
Capital contribution
Registered office
Business activity
Attach required documents and pay fees.

5️⃣ Get Incorporation Certificate
Issued by MCA (Ministry of Corporate Affairs)
Contains LLPIN (LLP Identification Number)

6️⃣ File LLP Agreement (Form 3)
Must be filed within 30 days of incorporation.
Defines:
Profit-sharing ratio
Duties and rights of partners
Capital contribution

Post-Incorporation Compliances

PAN & TAN application: Immediately after incorporation
LLP Agreement filing (Form 3): Within 30 days
Annual Return (Form 11): On or before 30th May each year
Statement of Accounts (Form 8): Within 30 days from 6 months of financial year-end
Income Tax Return: Annually, by 31st July or 30th September (audited LLPs)

Government Fees (approximate)

Capital Contribution	Government Fee
Up to ₹1 lakh	₹500
₹1–5 lakh	₹2,000
₹5–10 lakh	₹4,000
Above ₹10 lakh	₹5,000

Note: Additional professional fees and stamp duty may apply.

Advantages of LLP

Limited liability protection
Separate legal identity
No audit required up to ₹40 lakh turnover
Easy to incorporate and manage
Lower registration cost than a private company

Disadvantages

Cannot raise equity capital
Penalty for late compliance is high (₹100/day)
Less credibility than private limited company for funding

Features of a Limited Liability Partnership (LLP)

Separate Legal Entity
An LLP is treated as a legal entity separate from its partners. It can own property, enter into contracts, and sue or be sued in its own name.

Limited Liability
The liability of each partner is limited to their agreed contribution in the LLP. Partners are not personally liable for business debts.

Minimum Two Partners
An LLP requires at least two designated partners to be formed. However, there is no upper limit on the number of partners.

No Requirement of Minimum Capital
There is no minimum capital requirement to start an LLP. Capital can be in the form of tangible or intangible assets.

Perpetual Succession
The LLP continues to exist even if partners change or leave. It is not affected by the death or insolvency of a partner.

Flexible Management Structure
LLPs offer flexibility in managing operations. The internal structure and responsibilities of partners are defined by the LLP agreement.

Less Compliance Compared to Companies
LLPs have fewer legal formalities and compliance requirements compared to private limited companies.

Tax Benefits
LLPs are taxed like partnerships, not as companies, and there is no dividend distribution tax.

Mandatory Registration
An LLP must be registered with the Ministry of Corporate Affairs (MCA) under the LLP Act, 2008.

Designated Partners with DIN
At least two designated partners must have a Director Identification Number (DIN) and one must be an Indian resident.