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Limited Liability Partnership Registration Process

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Day 2-4

Expert assistance for DSC application and company name reservation

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Limited Liability Partnership (LLP) Registration - Overview

Limited Liability Partnership (LLP) registration offers a flexible and beneficial business structure that blends the features of both a partnership and a private company. To start an LLP, there is no minimum capital contribution required, making it an attractive option for startups and small businesses. The first step in the company registration process involves selecting a unique business name and ensuring it is available for registration. The company name has to be registered using RUN-LLP from on the MCA portal. The next step is to file Form FiLLiP with the Ministry of Corporate Affairs (MCA), which includes details like the LLP's name, registered office address, and partner information.

Proposed partners must obtain a Director Identification Number (DIN) or a Designated Partner Identification Number (DPIN). Additionally, a Digital Signature Certificate (DSC) is necessary for signing electronic documents. The registration requires the submission of various documents, including passport-size photographs, proof of identity such as a driver’s license, and address proof like a mobile bill.

Once the business name is approved, the next step is to draft the LLP agreement, which outlines the roles, responsibilities, and profit-sharing ratios of the partners of the LLP. For proof of the registered office, if the property is rented, a rental agreement and recent utility bills are required. The incorporation documents, along with the registration fees, are then filed with the Ministry of Corporate Affairs (MCA). Upon verification, a Certificate of Incorporation is issued, officially recognising the LLP as a legal business entity.

Post-registration, it is essential to open a bank account in the name of the LLP to manage financial transactions and file income tax returns. Additionally, MSME registration can be obtained to avail of various government schemes and tax benefits designed for small businesses.

LLP registration is ideal for professional services and small enterprises looking for a streamlined and less compliance-intensive alternative to a public limited company or an existing LLP seeking to re-organise. The LLP structure offers significant tax benefits and protects partners' personal assets by limiting liability to their capital contribution. There is no upper limit on the number of partners, allowing for growth and scalability. Moreover, converting an existing partnership or private company to an LLP is possible, offering a pathway for businesses to modernise their structure without losing continuity.

Post-incorporation, obtaining PAN and TAN for tax purposes and fulfilling ongoing compliance requirements such as annual filings and statutory obligations are crucial. This structured process ensures the legal establishment of the LLP, allowing partners to start business activities under the framework provided by the LLP Act, 2008.

    Limited Liability Partnership Act, 2008

    An Act to make provisions for the formation and regulation of limited liability partnerships and for matters connected therewith or incidental thereto

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    Limited Liability Partnership in Company Law

    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.

      features

      Main Features of Limited Liability Partnership

      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

        Benefits of LLP registration include limited liability protection, flexibility in management, tax advantages, and ease of compliance with regulatory requirements. Here are few benefits:

        Limited Liability

        LLP registration offers partners limited liability of the partners, ensuring that personal assets are safeguarded from business liabilities and debts.

          Separate Legal Entity

          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.

            Flexible Management Structure

            LLPs provide flexibility in structuring management and operations based on the LLP agreement, allowing partners to define roles, responsibilities, and decision-making processes.

              Minimal Compliance Requirements

              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.

                Tax Efficiency

                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.

                  Perpetual Succession

                  LLPs enjoy perpetual succession, ensuring continuity despite changes in partner composition due to retirement, resignation, or death.

                    Easy Transferability of Ownership

                    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.

                      Credibility and Trust

                      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.

                        Access to Funding

                        LLP registration improves access to finance and funding opportunities, including bank loans, venture capital, and government schemes, enhancing growth prospects.

                          Global Recognition

                          LLPs are recognized internationally, facilitating global expansion and collaborations with foreign entities under bilateral and multilateral agreements.

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                            LLP Incorporation Checklist

                            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

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                            Pre-Filing Requirements

                            Before filing for LLP incorporation, ensure the following requirements are met:

                            • Name Reservation: Choose a unique name for the LLP and reserve it with the Registrar of Companies (ROC). Name approval is crucial for registration of LLP.
                            • Partnership Agreement: Draft an LLP agreement detailing roles, responsibilities, profit-sharing, and decision-making processes among partners.
                            • Partner Identification: Obtain Digital Signature Certificates (DSC) for all partners involved in the LLP.
                            • Registered Office: Provide proof of registered office address for the LLP.
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                            Filing Processs

                            Follow these steps to file for LLP incorporation:

                            • Document Preparation: Prepare necessary documents including LLP agreement, identity proofs, address proofs, and consent of partners.
                            • Form Submission: Fill and submit Form 2 to the ROC along with the required documents and fees.
                            • Verification: ROC verifies documents and processes the application for LLP incorporation.
                            • Certificate Issuance: Upon approval, ROC issues the Certificate of Incorporation, establishing the legal existence of the LLP.
                            checklist

                            Post-Filing Compliance

                            After LLP incorporation, ensure compliance with ongoing requirements:

                            • LLP Agreement Registration: Register the LLP agreement with the ROC within 30 days of incorporation.
                            • PAN and TAN Application: Apply for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for the LLP.
                            • Annual Compliance: File annual returns and maintain financial records as per LLP Act requirements.
                            • Changes in LLP: Notify ROC of any changes in partners, addresses, or LLP agreements through prescribed forms.
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                            Documents Required for LLP Registration in India

                            To register a Limited Liability Partnership (LLP) in India, the following documents are typically required:

                            Identity Proof of Partners:

                            1. PAN Card (Indian Nationals) or Passport (Foreign Nationals)
                            2. Aadhaar Card or Voter ID Card
                            3. Passport-sized photograph

                            Address Proof of Partners:

                            1. Aadhar Card or Voter ID Card
                            2. Passport or Driving License
                            3. Utility bills (electricity bill, water bill, gas bill or telephone bill) not more than 2 months old

                            Registered Office Proof:

                            1. Rent agreement or lease deed (if rented)
                            2. Property tax receipt or ownership deed (if owned)
                            3. NOC (No Objection Certificate) from the landlord (if rented)

                            Partnership Agreement (LLP Agreement):

                            1. Drafted LLP agreement specifying roles, responsibilities, profit-sharing, and decision-making processes among partners.

                            Digital Signature Certificates (DSC):

                            1. DSC of all partners applying for LLP registration.

                            Consent of Partners:

                            1. Consent of each partner to act as partners of the LLP in Form 9.

                            Form for LLP Registration:

                            1. Form 2: Application for the incorporation of LLP, along with details of partners, registered office address, LLP agreement, etc.

                            Declaration by Designated Partners:

                            1. Declaration in LLP Form 1 regarding compliance with all requirements of LLP incorporation.

                            Other Optional Documents (if applicable):

                            1. Proof of professional qualification (in case of designated partners being professionals)
                            2. Incorporation Certificate or registration (in case of corporate partners)

                            Vakilsearch's LLP Registration Process

                            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.

                            Annual Filings for Limited Liability Partnership

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                            Financial Statements

                            LLPs are required to prepare and file financial statements annually. The financial statements include:

                            • Statement of Accounts: Includes Balance Sheet, Profit and Loss Account, and Cash Flow Statement.
                            • Statement of Solvency: Filed by LLPs with a turnover exceeding Rs. 40 lakhs or capital contribution exceeding Rs. 25 lakhs.
                            filings

                            Annual Returns

                            LLPs must file annual returns with the Registrar of Companies (ROC). The annual return includes details such as:

                            • Statement of Account: Filed with the ROC within 30 days from the end of six months of the financial year.
                            • Annual Return Form: Filed within 60 days from the closure of the financial year.
                            filings

                            Audit Requirements (if applicable)

                            Audit requirements for LLPs depend on their turnover and capital contribution:

                            • Audit Requirement: LLPs with a turnover exceeding Rs. 40 lakhs or capital contribution exceeding Rs. 25 lakhs are required to get their accounts audited by a qualified Chartered Accountant.
                            • Exemption: Small LLPs (where turnover does not exceed Rs. 40 lakhs and capital contribution does not exceed Rs. 25 lakhs) are exempt from audit requirements.
                            Taxability of LLPs in India

                            Taxation of Limited Liability Partnerships

                            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.

                              Simplified LLP Registration Process

                              How Does Vakilsearch Help in Simplifying the LLP Registration Process?

                              Vakilsearch offers streamlined services to simplify the LLP registration process, ensuring efficiency and compliance for our clients:

                              • Consultation and Planning: Expert consultation to understand business requirements and structure the LLP accordingly.
                              • Name Reservation: Conducting LLP name availability searches and securing a unique name for the LLP.
                              • Document Preparation: Assisting in drafting the LLP agreement and preparing necessary documents for submission.
                              • Filing and Documentation: Handling the filing of LLP incorporation forms and liaising with regulatory authorities.
                              • Digital Signature Certificates (DSC): Facilitating the issuance of DSCs for partners and designated partners.
                              • Post-Incorporation Support: Guiding through post-incorporation compliances such as PAN and TAN applications, LLP agreement registration, and annual filing obligations.
                              • Additional Services: Providing ongoing support for amendments, changes in LLP structure, and compliance with regulatory changes.

                              FAQs about Limited Liability Partnerships (LLPs)

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                              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.

                                questionmark

                                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.

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                                  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.

                                    questionmark

                                    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.

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                                      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.

                                        questionmark

                                        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.

                                          questionmark

                                          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.

                                            questionmark

                                            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.

                                              questionmark

                                              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.

                                                questionmark

                                                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.

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                                                  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.

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                                                    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.

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                                                      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).

                                                        questionmark

                                                        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.

                                                          questionmark

                                                          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.

                                                            questionmark

                                                            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.

                                                              questionmark

                                                              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.

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                                                                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).

                                                                  questionmark

                                                                  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.

                                                                    questionmark

                                                                    Can a listed company be converted to LLP?

                                                                    No, a listed company cannot be converted into an LLP.

                                                                      questionmark

                                                                      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.

                                                                        questionmark

                                                                        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.'

                                                                          questionmark

                                                                          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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