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Vakilsearch's incorporation experts register over 1500 companies every month.
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Note:Government fees for incorporation are extra and it varies from state to state. T&C
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Limited Liability Partnership (LLP) registration is a popular choice for startups and small businesses, blending the features of a partnership and a private company. One key advantage is that LLPs require no minimum capital, making them accessible to new entrepreneurs. The process begins with selecting a unique business name, which is checked for availability using the RUN-LLP service on the Ministry of Corporate Affairs (MCA) portal.
To officially register, applicants must submit Form FiLLiP through the MCA. This form includes the LLP's proposed name, registered office address, and partner details. Each partner needs either a Director Identification Number (DIN) or Designated Partner Identification Number (DPIN), along with a Digital Signature Certificate (DSC) to sign electronic documents. Required documents include identification and address proof for partners, as well as evidence of the registered office address.
After the business name is approved, the LLP agreement is drafted to define the roles, responsibilities, and profit-sharing ratios among partners. This agreement is a foundational document for the LLP’s internal structure. Upon verification, the MCA issues a Certificate of Incorporation, officially recognizing the LLP as a legal entity.
Once incorporated, the LLP must open a bank account in its name and obtain PAN and TAN for tax purposes. Additionally, businesses may choose to register as an MSME to access government benefits for small enterprises. LLPs offer flexibility in management, protect partners' personal assets, and have fewer compliance requirements than a private limited company, making them an attractive option for small enterprises seeking a scalable, low-compliance structure.
An Act to make provisions for the formation and regulation of limited liability partnerships and for matters connected therewith or incidental thereto
In Company Law, Limited Liability Partnerships (LLPs) represent a unique entity offering limited liability protection to its partners. Unlike traditional partnerships, LLPs enjoy separate legal status while maintaining operational flexibility akin to partnerships. This framework under the LLP Act, 2008, facilitates streamlined registration and operational processes for businesses in India.
Key features of a Limited Liability Partnership (LLP) include :
Legal Status of LLPs
LLPs have a separate legal entity status, distinct from their partners, which allows them to own assets, enter into contracts, and sue or be sued in their own name.
Flexibility in Management
LLPs offer flexibility in management structure and decision-making processes. Partners can choose to manage the LLP directly or appoint designated managers or committees for specific functions.
Liability Protection
LLP partners enjoy limited liability, meaning their personal assets are protected from the debts and liabilities of the LLP. Each partner is only liable to the extent of their agreed contribution to the LLP.
Minimal Compliance Requirements
Compared to companies, LLPs have fewer compliance requirements. They are not required to hold annual general meetings (AGMs) or maintain extensive statutory records, simplifying administrative burdens.
Taxation Benefits
LLPs are taxed as partnerships, with profits distributed to partners taxed at the individual level. This avoids the double taxation that occurs with corporate entities, where both the company and shareholders are taxed.
Perpetual Succession
LLPs have perpetual succession, meaning the LLP continues to exist even if partners change due to retirement, resignation, or death. The LLP's existence is not affected by changes in its membership.
Ease of Transferability
LLP interests can be easily transferred, subject to the terms of the LLP agreement. This allows for changes in ownership and investment without disrupting the LLP's operations.
Benefits of LLP registration include limited liability protection, flexibility in management, tax advantages, and ease of compliance with regulatory requirements. Here are few benefits:
LLP registration offers partners limited liability of the partners, ensuring that personal assets are safeguarded from business liabilities and debts.
An LLP has its own legal existence, allowing it to enter into contracts, acquire assets, and sue or be sued in its own name, separate from its partners. It is best for startups.
LLPs provide flexibility in structuring management and operations based on the LLP agreement, allowing partners to define roles, responsibilities, and decision-making processes.
LLPs have fewer compliance obligations compared to companies, reducing administrative burdens and costs. They are exempt from holding annual general meetings (AGMs) and have simplified audit requirements.
LLPs are taxed as partnerships, with profits distributed to partners taxed at their individual tax rates. This avoids double taxation on corporate profits and dividends.
LLPs enjoy perpetual succession, ensuring continuity despite changes in partner composition due to retirement, resignation, or death.
LLP interests can be transferred easily as per the terms of the LLP agreement, facilitating changes in ownership and investment without affecting the LLP's operations.
Registration as an LLP enhances credibility and trust among stakeholders, including clients, suppliers, and investors, due to its recognized legal status and limited liability structure.
LLP registration improves access to finance and funding opportunities, including bank loans, venture capital, and government schemes, enhancing growth prospects.
LLPs are recognized internationally, facilitating global expansion and collaborations with foreign entities under bilateral and multilateral agreements.
LLP Incorporation Checklist outlines all the crucial information and process requirements that have to be followed to register an LLP. Here is a complete outline for the same
Before filing for LLP incorporation, ensure the following requirements are met:
Follow these steps to file for LLP incorporation:
After LLP incorporation, ensure compliance with ongoing requirements:
To register a Limited Liability Partnership (LLP) in India, the following documents are typically required:
Identity Proof of Partners:
Address Proof of Partners:
Registered Office Proof:
Partnership Agreement (LLP Agreement):
Digital Signature Certificates (DSC):
Consent of Partners:
Form for LLP Registration:
Declaration by Designated Partners:
Other Optional Documents (if applicable):
At Vakilsearch, we streamline the LLP registration process to ensure simplicity and efficiency for our clients. Here's how our LLP registration process typically unfolds:
Step 1: Consultation and Planning
Our expert consultants discuss your business requirements and objectives to determine the most suitable LLP structure.
Step 2: Name Reservation
We conduct a thorough name availability search and reserve a unique name of the LLP that complies with regulatory guidelines. Our team will file the RUN-LLP for the same.
Step 3: Document Preparation
Our team assists in drafting the LLP agreement, outlining partner roles, profit-sharing, and operational procedures according to your specifications.
Step 4: Digital Signature Certificates (DSC)
We facilitate the issuance of Digital Signature Certificates (DSC) for all partners involved in the LLP.
Step 5: Filing with Registrar of Companies (ROC)
We prepare and file Form 2 (LLP incorporation application) and other necessary documents with the ROC on your behalf.
Step 6: Verification and Approval
Our experts liaise with the ROC to verify the submitted documents and ensure compliance with LLP Act requirements.
Step 7: Certificate of Incorporation
Upon approval of company registration, we obtain the Incorporation documents from the ROC, establishing the legal existence of your LLP.
Step 8: Post-Incorporation Compliance
We assist in obtaining PAN and TAN for your LLP, registering the LLP agreement, and ensuring ongoing compliance with regulatory filings.
Step 9: Additional Services
Vakilsearch provides ongoing support for annual compliance, trademark registration, professional tax, changes in proposed LLP structure, and other legal requirements to help you manage and grow your business smoothly.
LLPs are required to prepare and file financial statements annually. The financial statements include:
LLPs must file annual returns with the Registrar of Companies (ROC). The annual return includes details such as:
Audit requirements for LLPs depend on their turnover and capital contribution:
Compliance Requirement | Form Number | Due Date | Period Covered |
---|---|---|---|
Annual Return of LLP | Form 11 | May 30, 2024 | FY 2023-24 |
Statement of Account & Solvency | Form 8 | October 30, 2024 | FY 2023-24 |
KYC of Designated Partners/Directors | DIR-3 KYC | September 30, 2024 | FY 2023-24 |
Filing of Beneficial Ownership Information | BEN-2 | July 1, 2024 | FY 2023-24 |
Filing of Charge Creation/Modification/Satisfaction Details | Form 8 | Within 30 days of the event | Event-based compliance |
Filing of Changes in LLP Agreement | Form 3 | Within 30 days of the event | Event-based compliance |
Limited Liability Partnerships (LLPs) are taxed differently from traditional corporations. Here's an overview of LLP taxation:
LLPs are taxed as pass-through entities, similar to partnerships. This means that LLPs do not pay taxes at the entity level. Instead, profits or losses are passed through to the partners, who then report them on their individual income tax returns. The partners are taxed at their individual income tax rates applicable to their respective income brackets. LLPs are required to file an LLP Return of Income (Form ITR-5) with the Income Tax Department annually. This form includes details of income, deductions, and other financial information relevant to the LLP's tax liabilities. LLPs may also be subject to other tax compliances depending on their activities and turnover.
Vakilsearch offers streamlined services to simplify the LLP registration process, ensuring efficiency and compliance for our clients:
Explore answers to common questions about Limited Liability Partnership (LLP) registration in India, covering key benefits, eligibility, compliance requirements, partner roles, and comparison with other business structures to help you choose the best option for your needs
What is a Limited Liability Partnership (LLP)?
A Limited Liability Partnership (LLP) is a legal entity that combines the benefits of a partnership with limited liability for its partners. It is governed by the Limited Liability Partnership Act, of 2008.
What are the advantages of forming an LLP?
Forming an LLP offers limited liability protection to its partners, flexibility in management, minimal compliance requirements compared to companies, and tax efficiency as profits are taxed at the individual partner level.
Who can be partners in an LLP?
Partners in an LLP can be individuals or corporate entities. There must be at least two designated partners, one of whom must be an Indian resident. There is no limit on the maximum number of partners in an LLP.
What is the minimum capital requirement for starting an LLP?
There is no minimum capital requirement for starting an LLP in India. The partners can contribute any amount of capital agreed upon in the LLP agreement.
How is an LLP taxed?
LLPs are taxed as pass-through entities, similar to partnerships. They do not pay taxes at the entity level. Instead, profits or losses are passed through to the partners, who report them on their individual income tax returns.
What are the annual filing requirements for LLPs?
LLPs must file annual returns with the Registrar of Companies (ROC) within prescribed timelines. They are also required to prepare and file financial statements, along with other compliances such as LLP agreement registration and tax filings.
Can an LLP be converted into a private limited company or vice versa?
Yes, an LLP can be converted into a private limited company or vice versa under certain conditions and procedures specified under the Companies Act and LLP Act.
How long does it take to register an LLP in India?
The timeframe to register your LLP typically ranges from 15 to 20 working days, subject to the submission of complete documents and approvals from regulatory authorities.
What are the key documents required for LLP registration?
Key documents include identity proofs and address proofs of partners, LLP agreement, proof of registered office address, and Digital Signature Certificates (DSC) of partners.
Can foreign nationals or entities be partners in an LLP?
Yes, foreign nationals or entities can be partners in an LLP, subject to compliance with Foreign Direct Investment (FDI) regulations and other applicable laws.
What is the object of the Limited Liability Partnership Act?
The object of the Limited Liability Partnership (LLP) Act, 2008, is to provide a legal framework for the formation and regulation of LLPs in India, offering a flexible and efficient business structure with the benefits of limited liability while allowing partners to organise their internal management based on mutually agreed terms.
Is LLP better than PVT Ltd?
LLPs offer greater flexibility in management and fewer compliance requirements compared to Private Limited Companies (PVT Ltd). However, PVT Ltd companies might be preferred for attracting equity investment and providing clearer structures for ownership and control. The choice depends on the specific needs and goals of the business.
What is the difference between LLP and limited partnership?
An LLP provides limited liability to all its partners and is a separate legal entity, whereas a limited partnership consists of both general partners (with unlimited liability) and limited partners (with liability limited to their investment).
Which is better, LLP or partnership?
An LLP is generally better than a traditional partnership because it offers limited liability protection to all partners, meaning their personal assets are protected from business liabilities, unlike in a traditional partnership where partners have unlimited liability.
Is LLP better than sole proprietorship?
Yes, an LLP is often better than a sole proprietorship as it provides limited liability protection, which means personal assets are not at risk if the business incurs debts or legal issues, unlike in a sole proprietorship where the owner is personally liable.
Who cannot be a partner in LLP?
An insolvent person, an undischarged bankrupt, or a person convicted of an offence involving moral turpitude cannot be a partner in an LLP.
What are the rights and duties of LLP partners?
The rights and duties of LLP partners are governed by the LLP agreement and may include sharing profits and losses, participating in management, and making decisions about the business. They also have a duty to act in the best interest of the LLP and to maintain transparency and honesty in their dealings.
Can an existing partnership firm be converted to LLP?
Yes, an existing partnership firm can be converted into an LLP by following the procedure laid out in the LLP Act, 2008, which includes filing the necessary forms and documents with the Registrar of Companies (RoC).
Can an existing company be converted to LLP?
Yes, an existing private or unlisted public company can be converted into an LLP, subject to compliance with the provisions of the LLP Act, 2008, and the approval of all shareholders and creditors.
Can a listed company be converted to LLP?
No, a listed company cannot be converted into an LLP.
How can I apply for a reserved LLP name?
You can apply for a reserved LLP name through the Ministry of Corporate Affairs MCA portal by filing Form LLP-RUN (Reserve Unique Name) along with the prescribed fee.
Whether the name of an LLP can end with words like ‘Limited’ or ‘Pvt. Limited’?
No, the proposed name of an LLP must end with 'LLP' or 'Limited Liability Partnership' and cannot end with words like 'Limited' or 'Pvt. Limited.'
What is the process for intimation of changes in the partner’s details?
Changes in the partner's details must be intimated to the RoC by filing Form LLP-3 and Form LLP-4 within 30 days of the change.
Authors
Written by Nithya, Reviewed by Mithra Menon. Last updated on OCT 15 2024, 09:42 AM
Mithra Menonexcels in Corporate Law Matters and Debt and Money Recovery. She offers assistance in company incorporation both domestically and internationally, along with partnership firm registration. Additionally, she provides advisory services on compliance and LLP registration in India.
Nithya Ramani Iyer,a criminologist and writer, serves as the SME and manages communications at Vakilsearch. Drawing from her experience at Seasearch Intelligence and Legal domains, she enriches our content with insightful perspectives.
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