Limited Liability Partnership (LLP) Registration
Limited Liability Protection - Partners' personal assets are protected from business debts
Lesser Compliance - Fewer legal formalities and simpler requirements than companies
Operational Flexibility - Partners are both owners and managers with aligned interests
Separate Legal Identity - LLP exists independently from its partners
Apply for Limited Liability Partnership (LLP) Registration
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Limited Liability Partnership (LLP) An Overview
A Limited Liability Partnership (LLP) is a type of business structure that is a combination of two elements that is of both partnerships and corporations.
It provides limited liability protection to partners, a separate legal entity of partners and rights, obligations, duties and responsibilities of partners and the rules for running a business is set out in an agreement called LLP agreement.
An LLP is restricted from engaging in financial services like banking, insurance, investment advisory, etc. and from operating charitable or non-profit activities.
LLP is governed by and registered under Limited Liability Partnership Act, 2008.
LLP’s are exempted from the provisions of Indian Partnership Act, 1932.
Why Incorporate a Limited Liability Partnership?
Limited Liability Protection
Each partner's liability is limited to the amount they have invested in the business called capital contribution. This protects their personal assets from business debts or legal liabilities.
Separate Legal Identity
An LLP is a distinct legal entity, separate from its partners. This allows the LLP to enter into contracts, own property, and sue or be sued in its own name, enhancing its credibility and professional standing.
Perpetual Succession
It continues to exist even if partners change or leave. Despite changes in partnership, the LLP’s existence is not tied to the individual partners.
Lesser Compliance
LLPs have fewer legal formalities and simpler compliance requirements. For instance, they do not have to hold annual general meetings, do mandatory statutory audits if Annual turnover is below 40 lakhs or capital contribution is below 25 lakhs, etc. thus reducing administrative burdens.
Control and Flexibility
Unlike companies, in LLP Partners are owners and as well as managers this helps to align the overall goal and objective of the LLP which ensures that both ownership and management interests are synchronised.
Suitable for
LLPs are particularly popular among professional service firms, small and medium-sized enterprises (SMEs), and businesses looking for a flexible management structure without extensive compliance requirements.
Incorporation of Limited Liability Partnership?
- For Incorporating a LLP in India, LLP have to comply with the provisions of Limited Liability Partnership Act, 2008 and the Rules made there under.
- A LLP must be registered with at least 2 Designated Partners and at least 1 Designated Partner shall be resident of India. A Designated Partner must have a DIN.
- A body corporate can also be a partner in LLP.
- LLP has to prepare a LLP agreement and has to pay stamp duty on the agreement.
- LLP shall mandatorily have a registered office.
- Once LLP is incorporated, its receives a Certificate of Incorporation (COI).
- No minimum capital requirement for incorporation but the partners must agree on the amount of capital to be contributed to the LLP.
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Documents Required for Incorporation of Limited Liability Partnership
Partners Details
- Director Identification Number (DIN)
- PAN
- Aadhar Card
- Latest Bank Statement
- Address Proof - Latest Bank statement or utility bill in the name of partner
(Required if director do not have DIN)
Registered Office Details
- Latest Electricity Bill
- If Rented -
- Rent agreement
- NOC from the owner of the property
- In Ownership
- NOC from the respective Owner
- sale deed/property deed
Digital Signature Certificate (DSC)
- Digital Signature of All Partners and Designated Partners for filing all the ROC forms.
- PAN
- Aadhar Card
(Required only for new DSC application)
Process for Incorporation of Limited Liability Partnership
1 Form RUN LLP
Submission of Form RUN LLP
- The first step is to reserve the name of the LLP by filing RUN LLP form. In the form the LLP has to propose:
- Purpose of filing
- Main Industrial activity and sub-category
- Two unique names (which are not the same as the existing company or LLP name and the name proposed does not contain any prohibitory words)
If the name of the LLP is too similar to the name of the existing LLP or company or is the same as the name of any registered trademark, then NOC is required from the LLP or company or the trademark holder. - The form is filed by paying Rs.200/- Government fees.
- CRC if satisfied with the name will approve one name. This name shall be kept reserved for 20 days from the date of approval.
- After the approval of name, the LLP can proceed to file FiLLiP and LLP Form 9.
LLP has an option to directly file FiLLiP and Form 9 along with Form RUN LLP. In this case LLP is exempted from paying government fees.
2 FiLLiP
Submission of FiLLiP
- After the approval of one name or incase where the user has opted to incorporate a LLP without approval of name from CRC, has to file FiLLiP.
- In this form various details of the LLPs are provided like:
- Details of registered office
- Contact details of LLP
- Particulars of the total no of Designated partner and partner
- Total contribution of partners in LLP
- Information for allotment of PAN and TAN to the LLP
- Declaration by the Designated Partner or Partner
- Declaration and Certification by Professional
- In the FiLLiP subscriber sheet shall be attached which is signed by all the Designated Partners, Partners and Professional.
- This form shall be signed by partners and by a professional who has given declaration.
3 LLP Form - 9
Submission of LLP Form - 9:
- LLP Form - 9 is a “Consent to Act as Designated Partner” in a LLP.
- Every designated partner must agree to take on the legal and managerial responsibilities of the LLP by providing their consent in Form 9. This form shall be uploaded along with the FiLLiP form.
- This form shall be signed by all the Designated Partners by using their DSC.
4 Forms & Fee Payment
Signed forms and payment of Government fees
- The duly signed forms with all the necessary attachments shall be filed and the company has to pay Government fees.
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Did everything! Then what’s Next?
Submission of forms to Central Registration Centre (CRC) and Checking of forms by CRC
- After submission of all forms and paying government fees and stamp duty, CRC will check the forms and if any error is found in incorporation forms CRC will guide and this will be subjected to resubmission.
- LLP have to make the necessary corrections in resubmissions and re-submit the form.
Granting of Certificate of Incorporation (COI)
- If CRC is satisfied, it will grant Certificate of Incorporation.
- Name of the LLP
- Date of Incorporation
- Registered Office Address
- LLP Identification No
- PAN
- TAN
- COI will contain following details:
Congratulations on Incorporation
Congratulations on successfully incorporating your business!
This achievement marks the start of an exciting journey toward growth and success.
Wishing you a bright future ahead!
Post Incorporation Compliance Checklist
Opening of Bank Account
The first step after the incorporation is to open the bank account in the name of a LLP.
Depositing of Partnership Capital
Partners have to deposit their capital contribution amount in the LLPs bank account in proportion to their contribution.
Filing of LLP Form -3
LLP has to file Form-3 which contains information of initial LLP agreement. It has to pay the stamp duty on the initial LLP agreement and attach this agreement to the Form-3.
Other Registrations
LLP can apply for other registrations like start-up India, FSSAI, GST, etc.
Difference between LLP and Company
Particulars
Composition
Act Governing
Regulatory Authority
Management and Ownership
Statutory Documents
Profit Distribution
Compliance and Regulations
Audit
Suitable for
Bhagyashree Katkar Author Compliance Officer at 
Bhagyashree Katkar is a Compliance Officer at Filesure India Private Limited with over 2.5 years of experience in Corporate Compliance and 21 months in Indirect Tax. An LLB graduate, she specializes in the Companies Act, 2013, Trade Mark, and NCLT matters. Bhagyashree has been involved in secretarial audits for MNCs and conducted due diligence for various companies. Currently, she manages compliance for multiple clients at Filesure.