Practice Areas · StartUp · Business Formation · Incorporation · Limited Liability Partnership (LLP)
Limited Liability Partnership (LLP) Registration
A partnership's flexibility with a company's limited liability — and lighter compliance.
What an LLP is
A Limited Liability Partnership combines the flexibility of a traditional partnership with the limited liability of a company. It is a separate legal entity under the LLP Act, 2008: the partners' liability is limited to their agreed contribution, and no partner is liable for the independent acts or misconduct of another.
It is formed by at least two partners, with no upper limit, and must have at least two designated partners — one of whom must be resident in India. The relationship between partners is governed by an LLP agreement.
An LLP suits professional firms, small and medium businesses, and ventures that want limited liability and lighter compliance than a company, and that do not need to raise equity from outside investors.
Why founders choose it
Limited liability
Each partner is liable only up to their agreed contribution; personal assets are protected from business debts.
Separate legal entity
The LLP owns assets, contracts, and can sue and be sued in its own name, with perpetual succession.
Lower compliance than a company
No mandatory board meetings, fewer filings, and a statutory audit only above turnover/contribution thresholds.
No minimum capital
Partners contribute any amount agreed in the LLP agreement.
Flexible internal structure
Management, roles, and profit-sharing are set by the partners through the LLP agreement.
Tax-efficient
No dividend distribution tax; the profit share received by partners is exempt in their hands, as the LLP is taxed on its income.
What registration requires
Partners
- Minimum 2 partners, with no upper limit
- At least 2 designated partners, who must be individuals, with at least one resident in India
- Designated partners need a Designated Partner Identification Number (DPIN/DIN) and a Digital Signature Certificate (DSC)
- A body corporate can be a partner through a nominee; NRIs/foreign nationals may join, subject to FEMA/FDI conditions
Name, office & contribution
- A unique name approved by the MCA — not identical to an existing LLP, company, or trademark — ending with “LLP”
- A registered office address in India, with valid proof
- No minimum contribution is prescribed; it is fixed in the LLP agreement
Documents you'll need
- PAN and Aadhaar of every partner
- Identity proof — passport, voter ID, or driving licence
- Address proof — recent bank statement or utility bill (not older than two months)
- Passport-size photographs
- Passport — mandatory for foreign nationals and NRIs (apostilled/notarised where required)
- Registered office proof — rent agreement and NOC from the owner, or ownership proof, with a recent utility bill
- Digital Signature Certificate (DSC) for the designated partners
- Details for the LLP agreement — contribution, profit-sharing, and partner roles
How registration works (FiLLiP)
- 01
Obtain Digital Signature Certificates
DSCs are issued for the designated partners to sign the incorporation forms electronically.
- 02
Reserve the LLP name
Apply for name approval (RUN-LLP, or within FiLLiP), checking against existing LLPs, companies, and trademarks.
- 03
File FiLLiP
The incorporation form allots the DPIN for designated partners and applies for PAN and TAN along with incorporation.
- 04
Certificate of Incorporation
On approval, the Registrar issues the Certificate of Incorporation with the LLP's LLPIN, plus PAN and TAN.
- 05
File the LLP agreement and set up
File the LLP agreement in Form 3 within 30 days of incorporation, open the bank account, and start the annual compliance calendar.
Key characteristics
Separate legal entity
Distinct from its partners, with perpetual succession.
Limited liability
Partners' exposure is limited to their contribution.
Minimum 2 partners
No maximum; at least two must be designated partners.
Governed by agreement
Rights, duties, and profit-sharing are set by the LLP agreement.
No minimum capital
Contribution is whatever the partners agree.
Audit only above thresholds
A statutory audit applies only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
Not for equity funding
An LLP cannot issue shares, so it is less suited to raising venture capital.
Why work with PBT
PBT registers your LLP correctly and keeps the compliance on track, so you can focus on the business.
- We advise whether an LLP is right for you — or whether a private limited company or proprietorship would fit better
- End-to-end incorporation through FiLLiP: DSC, DPIN, and name approval
- A properly drafted LLP agreement that reflects your contribution, roles, and profit-sharing
- PAN, TAN, and applicable registrations such as GST
- Annual compliance — Form 8, Form 11, the income-tax return, and audit where applicable
- Scope, deliverables, and fees agreed in writing up front
Frequently asked questions
How many partners do I need?
A minimum of two, with no upper limit. At least two must be designated partners, and at least one of them must be resident in India.
How is an LLP different from a private limited company?
An LLP has lower compliance and a flexible, partner-run structure, but it cannot issue shares to investors. A private limited company is the structure equity investors expect. We help you choose based on your funding and ownership plans.
Is an audit mandatory for an LLP?
Only if turnover exceeds ₹40 lakh, or contribution exceeds ₹25 lakh, in a financial year. Below those thresholds, no statutory audit is required.
Is there a minimum capital requirement?
No. Partners contribute any amount agreed and recorded in the LLP agreement.
What annual compliance does an LLP have?
Form 11 (annual return) by 30 May, Form 8 (statement of accounts and solvency) by 30 October, and the income-tax return — these are due even if the LLP had no activity during the year.
How long does it take?
Typically about 10–15 working days once documents and DSCs are ready, subject to MCA name approval and processing times.
Set up your LLP
Tell us about your partners and the business, and we'll handle incorporation, the LLP agreement, and the registrations that follow.
Send an enquiryThis page describes the nature of the firm's services and is not a solicitation or legal advice. Thresholds, timelines, and applicable registrations depend on your specific facts; engagement terms and fees are agreed in writing per assignment.