Quick answerA limited liability partnership is registered with the Registrar of Companies under the Limited Liability Partnership Act, 2008. You reserve a name through RUN-LLP, then file the FiLLiP form with digital signatures, partner details and registered office proof. You need at least two partners and two designated partners who are individuals, one of them resident in India. After the certificate of incorporation is issued, the LLP agreement must be filed in Form 3 within 30 days.
- Law
- LLP Act 2008 and LLP Rules 2009
- Minimum partners
- 2, with 2 designated partners
- Typical time
- 10 to 20 working days
- LLP agreement
- Form 3 within 30 days
Who should choose an LLP
An LLP is a body corporate separate from its partners. It owns property, sues and is sued in its own name, and a partner is not personally liable for the wrongful acts of another partner. Unlike a traditional partnership firm, a partner's exposure is generally limited to the contribution they agreed to bring in, unless there is fraud.
The structure suits:
- Professional practices: chartered accountants, architects, consultants, designers and similar firms where partners share profits but want protection from each other's liabilities.
- Family and small businesses: trading, services and real estate ventures that do not plan to raise equity from investors.
- Existing partnership firms: a registered partnership firm can convert into an LLP under the Second Schedule of the Act, carrying its assets and contracts across.
An LLP is a poor fit if you plan to raise venture capital or issue ESOPs, because it has no shares. In that case a private limited company is the usual choice, and an existing LLP can later be converted through LLP to private limited conversion.
Eligibility and basic requirements
| Requirement | Rule |
|---|
| Partners | Minimum 2; no maximum. Partners can be individuals or bodies corporate. |
| Designated partners | Minimum 2, who must be individuals. A body corporate partner acts through a nominee individual. |
| Resident designated partner | At least one designated partner must be resident in India, which after the 2021 amendment means a stay of at least 120 days in the financial year |
| DPIN | Each designated partner needs a DPIN (the same number as a DIN); it is allotted through the FiLLiP form for new persons |
| Capital contribution | No minimum. Contribution can be cash, property or services, valued as agreed. |
| Name | Must end with "LLP" or "Limited Liability Partnership" and must not be identical or too similar to an existing LLP, company or registered trademark |
| Registered office | An address in India, with ownership or rent proof and a no-objection letter |
How LLP incorporation works on the MCA portal
- Digital signatures: Class 3 DSCs are obtained for the designated partners, because every form is signed digitally.
- Name reservation: up to two names are proposed in RUN-LLP with a short explanation of the business. Names are rejected if they resemble existing entities or trademarks, so we search both registers first.
- FiLLiP: the Form for Incorporation of LLP is filed with the partners' details, the contribution of each partner, the registered office and the consent of the designated partners. DPINs for new designated partners and PAN and TAN applications are processed through the same filing.
- Registrar scrutiny: the Central Registration Centre examines the form and may send it back for resubmission. Accurate address proofs and consistent names across documents avoid most queries.
- Certificate of incorporation: issued with the LLPIN. The LLP can now open a bank account and start business.
- LLP agreement: the agreement is stamped as per the state's stamp law and filed in Form 3 within 30 days of incorporation.
The LLP agreement: the document that matters most
The LLP agreement governs the mutual rights and duties of partners and of the LLP. If there is no agreement, or it is silent on a point, the default rules in the First Schedule to the Act apply, which give every partner an equal share of profits and capital whatever they actually contributed. That rarely reflects what partners intend.
A well-drafted agreement covers:
- Contribution of each partner and how further contribution is called
- Profit-sharing ratio, interest on capital and remuneration to working partners
- Powers of designated partners, bank signatories and matters needing unanimous consent
- Admission, retirement, expulsion and death of a partner, and how the outgoing partner's share is valued and paid
- Non-compete and confidentiality obligations
- Dispute resolution through arbitration rather than a long civil suit
Any later change to the agreement is also filed in Form 3 within 30 days, and changes in partners or designated partners are reported in Form 4.
Annual compliance after registration
Compliance is lighter than for a company, but it is not optional. Late filing attracts an additional fee for every day of delay under the LLP Rules, so small delays become expensive.
| Filing | What it contains | Due date |
|---|
| Form 11 | Annual return: partners, contribution and changes during the year | Within 60 days of the end of the financial year (30 May) |
| Form 8 | Statement of account and solvency, signed by designated partners | Within 30 days from the end of six months of the financial year (30 October) |
| Income tax return | LLP return, with tax audit if turnover crosses the limit under income-tax law | As per the income-tax due dates |
| DIR-3 KYC | KYC of each designated partner holding a DPIN | As notified by the MCA |
Statutory audit of an LLP's accounts is compulsory only if its turnover exceeds ₹40 lakh or its contribution exceeds ₹25 lakh in a financial year. Below both limits, the accounts are certified by the designated partners. An LLP that does not file Form 8 and Form 11 for years can be struck off, and its designated partners face penalties.
How an LLP is taxed
For income tax, an LLP is assessed like a partnership firm. It pays tax at the rate applicable to firms on its total income, and a partner's share of profit is not taxed again in the partner's hands. Interest on capital and remuneration to working partners are deductible within the limits set by income-tax law, which makes careful drafting of the agreement a tax point as well as a legal one. An LLP has no dividend distribution, so profits can be withdrawn by partners without a further layer of tax.
The Income-tax Act, 2025 has applied from 1 April 2026, and familiar section numbers were renumbered. The treatment of firms and LLPs continues on the same broad lines, and we file the LLP's return under the new Act.
What LLP registration costs
The cost has four parts: MCA fees for RUN-LLP and FiLLiP, which depend on the total contribution; stamp duty on the LLP agreement, which varies by state; DSCs for the designated partners; and professional fees for drafting and filing. Keeping the initial contribution modest keeps government fees low, and it can be increased later by amending the agreement. We give one written quote covering all of these before we begin.
Documents you need
For each partner and for the registered office:
- PAN card of each partner
- Aadhaar, passport, voter ID or driving licence as identity proof
- Recent bank statement, utility bill or mobile bill as address proof (not older than two months)
- Passport-size photograph
- Registered office proof: electricity bill, property tax receipt or sale deed
- No-objection letter from the owner, and rent agreement if rented
- For a body corporate partner: board resolution and certificate of incorporation
How we handle it for you
Structure call
We confirm that an LLP suits your plans and agree contribution and profit sharing.
Name and DSC
Name search across MCA and trademark records, RUN-LLP filing and digital signatures.
FiLLiP filing
Incorporation form filed and followed until the certificate with LLPIN, PAN and TAN is issued.
LLP agreement
Agreement drafted, stamped and filed in Form 3 within 30 days.
Compliance calendar
Form 8, Form 11, KYC and tax dates set up for your first year.
Why clients choose ProudLegal
Advocates who appear in courtYour matter is drafted and argued by enrolled advocates, not call-centre staff.
Company and tax filings in-houseCompany secretaries and tax professionals handle registrations and returns.
Fees agreed in writingYou receive a written fee quote before any work begins.
Updates on WhatsApp and emailEvery hearing date, filing and document is shared as it happens.
Please note: this page explains the law and procedure in general terms as on 30 October 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.
Frequently asked questions
Can a single person register an LLP?
No. An LLP needs at least two partners and two designated partners. A single founder can consider a One Person Company instead.
Is there any minimum capital for an LLP?
No. There is no minimum contribution, and partners can contribute cash, property or services as set out in the LLP agreement.
How long does LLP registration take?
Usually 10 to 20 working days from the time documents and signatures are ready, depending on name approval and any resubmission asked for by the Registrar.
What happens if Form 3 is not filed within 30 days?
An additional fee is charged for each day of delay, and the LLP is governed by the default First Schedule rules until an agreement is filed.
Is audit compulsory for an LLP?
Only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh in a financial year. Tax audit depends separately on income-tax limits.
Can a partnership firm be converted into an LLP?
Yes. A partnership firm can convert under the Second Schedule of the LLP Act by filing the conversion form, provided all its partners become partners of the LLP.
Can an LLP be converted into a private limited company later?
Yes. An LLP can be registered as a company under Part I of Chapter XXI of the Companies Act, 2013, which is commonly done before raising equity funding.
What are Form 8 and Form 11?
Form 11 is the annual return due by 30 May, and Form 8 is the statement of account and solvency due by 30 October each year.
