Limited Liability Partnership Registration

January 23, 2024 by Team Instabizfilings

What is an LLP & Why Choose It

A Limited Liability Partnership (LLP) is a business structure combining the operational flexibility of a partnership with the benefits of limited liability of a company. It’s suited for professional firms, service companies, small & medium enterprises. Under the Limited Liability Partnership Act, 2008, an LLP is a separate legal entity, meaning:

Partners’ personal assets are protected: they are liable only up to their agreed contribution.
Perpetual succession: LLP continues even if a partner changes.
Fewer compliance burdens than a Private Limited Company: simpler statutory filings, less rigorous board/legal formalities

Some advantages:

No minimum capital requirement.
Ideal for professionals, consultants, and small businesses.
Lower cost of incorporation & lower recurring compliance cost vs. Pvt Ltd.

Legal Framework & Governing Laws

Limited Liability Partnership Act, 2008 governs the formation, regulation, and winding up of LLPs.
Rules under that Act, as updated by MCA notifications.
All registration & subsequent filings happen via MCA portal (MCA V3) using relevant forms like FiLLiP, RUN-LLP, Form 3 etc.

Eligibility & Requirements

Requirement	Details
Minimum partners	At least 2 partners; unlimited maximum.
Designated Partners	At least 2 designated partners; one must be a resident in India (i.e. stayed in India for ≥ 182 days in previous year).
Entities allowed as partners	Individuals, companies, LLPs (subject to restrictions & applicable law)
Registered Office	LLP must have a registered office in India; address proof needed.
DSC & DPIN/DIN	Designated Partners must obtain Digital Signature Certificates (DSC); partner identity proof; Designated Partner Identification Number (DPIN) or DIN is required.

Step-by-Step LLP Registration Process

Step	What to Do
1. Obtain DSC	All designated partners must have Class-3 DSC to sign the electronic and e-stamped documents.
2. Apply for DPIN / DIN	If partners don’t have DPIN/DIN, apply through the MCA portal (usually through FiLLiP if doing together).
3. Name Reservation via RUN-LLP	Use the “RUN-LLP” service to reserve a unique name. Must follow naming guidelines (no prohibited words, uniqueness etc.).
4. File Incorporation Form (FiLLiP)	Submit details of partners, capital contribution, registered office, attach identity & address proofs, utility bill for office etc.
5. Draft and File LLP Agreement	This is the deed that defines rights, profit-sharing, roles, dispute resolution etc. Must file within 30 days of incorporation by Form 3. E-stamping/e-filing is allowed in many states.
6. Obtain Certificate of Incorporation	Once the FiLLiP form is approved, the Registrar issues LLP Incorporation Certificate and LLPIN.
7. Apply for PAN / TAN & Bank Account etc.	Post incorporation, get PAN/TAN etc. to fulfill tax & legal obligations.

Documents Required

Here are documents you’ll need (for partners, registered office, etc.):

Verification of each partner’s identity: PAN card / Aadhar Card / Passport etc.
Address proof of each partner: utility bill / bank statement not older than 2 months etc.
Passport-size photograph of each partner.
Proof of registered office: either ownership deed or rent agreement + NOC + recent utility bill for premises.
LLP Agreement document (to be drafted & field).
DSC & DIN / DPIN for designated partners.

Cost & Fee Structure

Here are approximate fees and cost components. Actual cost varies depending on state, professional fees, etc.

Cost Item	Typical Amount (INR)
Name reservation (RUN-LLP)	~ ₹200
FiLLiP incorporation fee	Varies: ₹500 – ₹2,000 depending on capital contribution.
DSC per designated partner	₹1,000 – ₹1,500 approx per partner (token cost etc.)
Stamp duty on LLP Agreement	₹500 – ₹2,000 (varies by state)
Professional / consultant charges	₹3,000 – ₹10,000+ depending on complexity and service provider.
PAN/TAN application (if post-incorporation)	Minor fee (often included)

Estimated total registration cost for a small LLP (2 partners, small capital) ranges from ₹5,000 to ₹12,000–₹15,000 depending on state & professional help.

Timeline / How Long It Takes

Stage	Typical Duration
DSC issuance	1–2 working days (if KYC etc. in order)
Name reservation (RUN-LLP)	1-2 working days (if name is clean)
Incorporation (FiLLiP filing → CoI)	5-15 working days if all documents are correctly prepared.
LLP Agreement filing	Must be filed within 30 days of incorporation. Delay leads to penalty.

Post-Registration & Compliance Requirements

Once LLP is incorporated, these are necessary ongoing tasks:

Compliance	What Must Be Done
LLP Agreement (Form 3)	Filed within 30 days of incorporation.
Annual Return (Form 11)	To be filed annually.
Statement of Accounts & Solvency (Form 8)	Annually. When the financial year ends, accounts to be prepared.
Income Tax Return	LLP is taxed like a partnership; return required annually. Audit required if turnover / contribution exceeds thresholds.
GST, if applicable	If LLP’s turnover crosses the threshold, it must register under GST and file returns.

Penalties apply for late filings (e.g. delay in Form 3, Form 8, Form 11). For example, Form 3 delay penalty ₹100 per day.

Common Mistakes & How to Avoid Them

Submitting name options that violate naming guidelines → rejected in RUN-LLP. Always check prohibited words.
Delay in filing LLP Agreement → penalty. File Form 3 within 30 days.
Document mismatches: name/address/PAN/Aadhaar inconsistent across forms. Always verify before submission.
Stamp duty issues: using wrong-state stamps, or not stamping LLP agreement properly.
Not checking the state-wise fees & stamp duty (since they vary considerably).
Ignoring post-incorporation compliance accounts, annual returns etc., which can lead to penalties and deactivation.

Updated Changes / Trends in 2025

Stronger push for digital / online filing via MCA V3 portal. More verification via Aadhar/PAN & eKYC.
Name reservation via RUN-LLP is faster / more instant in many cases.
LLP Agreement can be e-stamped / digitally signed in many states—reduces physical paperwork.
Increased emphasis on beneficial ownership disclosure and compliance by designated partners.

Disclaimer

The information provided in this blog is purely for general informational purposes only. While every effort has been made to ensure the accuracy, reliability and completeness of the content presented, we make no representations or warranties of any kind, express or implied, for the same.

We expressly disclaim any and all liability for any loss, damage or injury arising from or in connection with the use of or reliance on this information. This includes, but is not limited to, any direct, indirect, incidental, consequential or punitive damage.

Further, we reserve the right to make changes to the content at any time without prior notice. For specific advice tailored to your situation, we request you to get in touch with us.