LLP Registration Online India — Form FiLLiP MCA Incorporation Guide

Governing Act: Limited Liability Partnership Act, 2008

Relevant Sections: Section 11, 12, 23 & 34; LLP Rules, 2009

Official Portal: Ministry of Corporate Affairs (mca.gov.in)

Statutory Fee: MCA incorporation fee based on partner capital contribution; state stamp duty on LLP agreement

A Limited Liability Partnership (LLP) is a corporate business form established under the Limited Liability Partnership Act, 2008 that combines the organizational flexibility of a partnership with the limited liability protection of a joint-stock company.

Unlike traditional partnership firms, an LLP is a distinct legal entity where partners are protected from joint liability arising from another partner's wrongful acts or misconduct. LLPs are favored by professional service providers, consultants, and bootstrapped startups due to lower statutory compliance burdens and absence of mandatory statutory audits unless turnover exceeds ₹40 Lakhs or capital contribution exceeds ₹25 Lakhs.

Pricing details

₹4999 / Fixed

Key Advantages & Statutory Benefits

  • Limited Liability Shield Protecting Personal Assets from Business Debts
  • No Mandatory Statutory Audit if Turnover is Below ₹40L and Contribution Below ₹25L
  • Operational Flexibility Governed by Mutual Terms in the LLP Agreement
  • Zero Dividend Distribution Tax on Profit Shares Disbursed to Partners

Documents Required

  • PAN Card of all proposed Designated Partners (Mandatory for Indian nationals)
  • Identity Proof: Aadhaar Card, Passport, or Voter ID of all Partners
  • Address Proof of Partners: Bank Statement, Telephone Bill, or Electricity Bill (< 2 months old)
  • Passport size photographs of all Partners
  • Registered Office Proof: Electricity Bill or Water Bill (< 2 months old) + Rent Agreement
  • Landlord No-Objection Certificate (NOC) granting permission to use premises as LLP registered office
  • Class-3 Digital Signature Certificates (DSC) of at least 2 Designated Partners

Filing Process & Roadmap

  1. Name Reservation (RUN-LLP): Reserving the proposed LLP name on the MCA V3 portal ensuring the suffix 'LLP' is included.
  2. Class-3 DSC Procurement: Obtaining digital signature certificates for designated partners to execute electronic filings.
  3. FiLLiP Form Submission: Filing the integrated Form for Incorporation of Limited Liability Partnership (FiLLiP) on MCA V3.
  4. COI & LLPIN Issuance: ROC review and issuance of Certificate of Incorporation with unique 7-digit Limited Liability Partnership Identification Number (LLPIN).
  5. LLP Agreement Drafting & Form 3 Filing: Drafting mutual rights and duties on state-specific stamp paper and filing Form 3 with the ROC within 30 days.

Frequently Asked Questions

Q: What is the mandatory deadline for filing the LLP Agreement in Form 3?

A: Under Section 23 of the LLP Act, the executed LLP Agreement must be filed in Form 3 with the ROC within 30 days of incorporation. Delay in filing Form 3 attracts graded statutory additional fees under the restructured LLP Rules based on the duration of delay and Small LLP status.

Q: When does statutory audit become compulsory for an LLP?

A: Under Rule 24 of the LLP Rules, 2009, an LLP is exempt from mandatory audit of its accounts unless its annual turnover exceeds ₹40 Lakhs or its partner capital contribution exceeds ₹25 Lakhs in any financial year.

Q: Can foreign nationals become designated partners in an Indian LLP?

A: Yes. Foreign nationals can be partners or designated partners in an Indian LLP under FDI guidelines, provided at least one designated partner is a resident of India.

Q: How is an LLP taxed compared to a private limited company?

A: An LLP is taxed at a flat rate of 30% on total income (plus surcharge and 4% cess). However, unlike companies, profit distributions to partners are completely exempt from tax in the hands of the partners under Section 10(23) of the Income Tax Act.