Limited Liability Partnership (LLP) Registration – India
Establish a legally protected corporate partnership under the Limited Liability Partnership Act, 2008 and LLP Rules, 2009 via the Ministry of Corporate Affairs (MCA V3) FiLLiP portal. Combines operational flexibility and tax-free profit distributions with complete limited liability protection for all partners.
Ministry of Corporate Affairs (MCA) / CRC
Consultancies, Tech Boutiques, Professional Firms
5 to 8 Business Days (FiLLiP + Form 3)
Who This Service Is For & Statutory Eligibility
An LLP is the preferred statutory structure for service businesses, professional advisors (engineers, architects, consultants, creative agencies), and joint ventures that desire limited liability without the rigid secretarial burden, mandatory statutory audits, and board meeting rituals of a Private Limited Company.
Mandatory Statutory Eligibility Requirements under the LLP Act, 2008 & 2021 Amendment:
- Minimum Partners: At least 2 partners (individuals or corporate bodies). No upper limit on the maximum number of partners under Section 5.
- Designated Partners (DPIN): At least 2 individual partners must act as "Designated Partners", responsible for statutory filings and legal compliance under Section 7.
- Indian Resident Partner (Amended Section 7(1)): Under Section 7(1) proviso as amended by the LLP (Amendment) Act, 2021 (effective April 1, 2022), at least one Designated Partner must be an Indian Resident who stayed in India for not less than 120 days during the financial year (relaxed from the previous 182-day rule).
- Capital Contribution: No statutory minimum capital threshold. Partners can contribute tangible or intangible property, cash, or agreements to contribute.
- Registered Office: A physical premises address within India where statutory communications can be received.
Entity Comparison: LLP vs Private Limited vs Traditional Partnership
| Parameter | Limited Liability Partnership (LLP) | Private Limited Company | Traditional Partnership (1932 Act) |
|---|---|---|---|
| Liability Protection | Limited to partner contribution | Limited to unpaid share capital | Unlimited personal liability |
| Statutory Audit Exemption | Exempt if turnover ≤ ₹40L & capital ≤ ₹25L | Mandatory from Year 1 regardless of turnover | Subject to Income Tax Act limits only |
| Internal Governance Freedom | High (Driven by custom LLP Agreement) | Strict (Companies Act statutory procedures) | High (Partnership deed) |
| Taxation on Profit Distribution | Tax-free share of profit in partners' hands (Sec 10(2A)) | Dividends taxable at slab rate in shareholder hands | Tax-free share of profit in partners' hands |
| Venture Capital Suitability | Low (VCs cannot hold preference shares) | Ideal (Standard structure for equity rounds) | Unsuitable for institutional investment |
Name Reservation: RUN-LLP vs Integrated FiLLiP
| Parameter | RUN-LLP (Web Form) | Integrated FiLLiP (Part A) |
|---|---|---|
| Number of Proposed Names | Up to 2 names allowed in single filing | Only 1 name allowed per submission |
| Government Fee | ₹200 non-refundable | Included in overall FiLLiP incorporation fee |
| Approval Validity Period | 3 Months (90 Days) to complete incorporation | 20 Days upon approval |
| Recommended Use Case | When brand clearance is uncertain or involves trademark complexities | When name is unique, pre-cleared, and founders want fastest turnaround |
Statutory DPIN Ceiling in Form FiLLiP: Maximum 2 Applicants
Under MCA V3 portal architecture, Form FiLLiP allows DPIN/DIN allocation for a maximum of 2 individuals who do not already possess a DIN/DPIN. If your proposed LLP will have 3 or more Designated Partners who require fresh identification numbers, the 3rd and subsequent individual partners must apply in advance for a Director Identification Number (DIN) using Form DIR-3 under the Companies Act, 2013. CraftEgon CCS audits your partner roster during onboarding to ensure all required DINs are active before filing FiLLiP.
The LLP Agreement & Form 3: Critical Contractual & Tax Rules
Special Legal Notice: Under Section 23 of the LLP Act, the mutual rights and duties of partners are governed strictly by the written LLP Agreement. Form 3 is not the agreement; Form 3 is the mandatory statutory e-form used to file the details of the already-executed and stamped agreement with the Registrar of Companies within 30 days of incorporation.
First Schedule Statutory Default & Section 40(b) Partner Remuneration Risk
If partners fail to execute a customized LLP agreement, Section 23(4) enforces the default provisions of the First Schedule to the LLP Act, 2008. Under Clause 2 of the First Schedule, no partner is entitled to any remuneration. Under Section 40(b)(v) of the Income Tax Act, 1961, partner remuneration is only deductible if expressly authorized by the registered deed. Relying on default rules results in 100% disallowance of partner salaries, triggering punitive tax at 30% + surcharge. Furthermore, default rules mandate equal 50:50 profit sharing regardless of capital and bar partner expulsion under Section 24(5). CraftEgon customizes every agreement to protect commercial rights and tax deductibility.
State Stamp Duty Schedule on LLP Agreements:
The LLP Agreement must be executed on non-judicial stamp paper or e-stamp certificate in the State of the registered office. Rates vary across states based on total capital contribution:
| State / UT | Statutory Basis | Applicable Stamp Duty Rate | Maximum Upper Ceiling |
|---|---|---|---|
| Maharashtra | Maharashtra Stamp Act Art. 47 | 1% of total capital contribution | Capped at ₹15,000 |
| NCT of Delhi | Indian Stamp Act (Delhi Schedule 1A) | ₹500 fixed non-judicial e-stamp | ₹500 flat |
| Karnataka | Karnataka Stamp Act Art. 40 | Tiered: ₹500 (up to ₹1L), ₹1,000 (up to ₹5L), ₹2,000 (up to ₹10L) + 0.5% | Capped at ₹10,000 |
| Gujarat | Gujarat Stamp Act Art. 44 | 1% of capital contribution | Capped at ₹10,000 |
| Tamil Nadu | Indian Stamp Act (Tamil Nadu) | ₹300 to ₹500 based on capital contribution | ₹500 typical |
| Uttar Pradesh | Indian Stamp Act (UP Schedule 1B) | ₹750 flat non-judicial stamp | ₹750 flat |
Interactive LLP Incorporation & Stamp Duty Diagnostics
1. DPIN Allocation & DIR-3 Pre-requisite Checker
Check whether your founding team can apply directly in FiLLiP or requires Form DIR-3.
2. State Stamp Duty & Form 3 Deadline Calculator
Estimate the applicable stamp duty on your LLP Agreement based on registered state.
Form 3 Filing Deadline: Within 30 days of Certificate of Incorporation.
Transparent Professional Fee Structure
Standard FiLLiP
For consulting firms and professional partnerships with 2 designated partners.
- 2 Designated Partner DPINs via FiLLiP
- Name Approval Assistance via RUN-LLP
- Form FiLLiP Filing with MCA Central Registration Centre
- Customized LLP Agreement Drafting & Form 3 Support
- PAN & TAN Issuance with LLPIN
- Practicing CS Pre-Scrutiny & FiLLiP Certification
LLP Growth Retainer
Full incorporation plus Form 3 stamp duty execution and MSME classification.
- Everything in Standard FiLLiP Package
- Form 3 Statutory E-Filing & Approval
- State Stamp Duty Payment Coordination
- MSME Udyam Registration Certificate
- Bank Current Account Resolution Documentation
Statutory Government Fee Note: MCA filing fees for FiLLiP start at ₹500 for contribution up to ₹1,00,000. State stamp duties on the LLP Agreement vary by state and are payable directly to the respective State Revenue Treasury at actuals.
Scope of Work & Exclusions
Statutory Inclusions:
- Designated Partner Identification Number (DPIN) application for up to 2 partners via FiLLiP.
- Name reservation via RUN-LLP or integrated FiLLiP Part A with phonetic clearance.
- Preparation of FiLLiP incorporation form and compilation of partner consents (Form 9).
- Custom drafting of the comprehensive LLP Agreement detailing profit-sharing, voting rights, and exit mechanisms.
- Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) generation.
- Certificate of Incorporation (COI) issued by the Registrar of Companies with LLPIN.
- Drafting and filing of mandatory Form 3 (LLP Agreement) within 30 days of incorporation.
- Professional certification and pre-scrutiny by empanelled Practicing Company Secretaries (PCS).
Exclusions & Subsequent Obligations:
- Class-3 DSC Tokens: Not included in the package. If partners already hold valid DSCs, they can be used at no extra cost. If not, you must pay extra to obtain a new DSC.
- State Stamp Duty on LLP Agreement: State stamp duty varies by state and is paid directly to the State Revenue Treasury at actuals.
- Form 11 Annual Return: Mandatory annual filing due within 60 days of FY closure (May 30) (available under separate secretarial mandate).
- Form 8 Statement of Account & Solvency: Mandatory solvency filing due within 30 days of half-year end (October 30).
- Statutory Tax Audit: Tax audit under Section 44AB if turnover exceeds statutory limits.
- Trademark / Brand Protection: Form TM-A registration must be engaged separately under IPR practice.
Statutory Process & Realistic Timelines
Verification of partner identity proofs and DSCs (use existing valid DSC at no extra cost, or pay extra for new DSC issuance).
Pre-clearance against trademark registers and filing of proposed LLP name with MCA CRC under Rule 18 of LLP Rules, 2009.
Compiling partner declarations, affixing DSCs, professional certification (CS/CA), and uploading Form FiLLiP to the MCA V3 portal. Approval results in Certificate of Incorporation with LLPIN.
Customized drafting of the LLP Agreement, execution on non-judicial stamp paper as per state stamp duty regulations, and statutory filing of Form 3 within 30 days.
Mandatory Statutory Professional Certification (Section 11(1)(c))
Under Section 11(1)(c) of the Limited Liability Partnership Act, 2008, every incorporation filing requires a formal statutory declaration certified by an Advocate, Chartered Accountant (FCA/ACA), Cost Accountant (FCMA/ACMA), or Company Secretary in Practice (FCS/ACS) confirming that all legal requirements have been complied with. CraftEgon CCS coordinates this professional scrutiny and digital certification through qualified corporate secretaries.
Frequently Asked Questions (LLP FAQs)
What is the Indian residency requirement for Designated Partners in an LLP?
Under Section 7(1) proviso as amended by the LLP (Amendment) Act, 2021 (effective April 1, 2022), at least one Designated Partner must be an Indian Resident who stayed in India for not less than 120 days during the financial year. The historical 182-day requirement was officially relaxed to harmonize LLP rules with corporate governance standards.
Is statutory audit mandatory for all LLPs in India?
No. Under Section 34(4) of the LLP Act and Rule 24 of LLP Rules, an LLP is exempt from mandatory statutory audit if its annual turnover does not exceed ₹40 Lakhs and its total capital contribution does not exceed ₹25 Lakhs. Once either threshold is crossed in a financial year, a Chartered Accountant audit is mandatory.
What are the statutory late fees if Form 3 is not filed within 30 days?
Under substituted Section 69 of the LLP Act (effective April 1, 2022) and Annexure A of the LLP Rules, the previous flat penalty of ₹100 per day without ceiling has been replaced by graduated fee multiples (1x to 25x of the normal statutory filing fee) based on the period of delay. Furthermore, under Section 76A, Small LLPs enjoy a 50% reduction on these statutory delay fees.
Can more than 2 Designated Partners get DPINs directly through FiLLiP?
No. Form FiLLiP only accommodates up to 2 individuals without an existing DIN/DPIN. If your LLP requires 3 or more Designated Partners who do not yet have a DIN, the 3rd and subsequent individuals must apply separately through Form DIR-3 prior to filing FiLLiP.
Why is relying on the default First Schedule dangerous for partner salaries?
Under Clause 2 of the First Schedule to the LLP Act, partners are not entitled to remuneration. Under Section 40(b) of the Income Tax Act, 1961, remuneration paid to working partners cannot be deducted from business profits unless expressly provided in the registered LLP agreement. Without an agreement clause, all salaries are disallowed, subjecting the firm to 30% tax + surcharge.
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