LLP Registration

Overview

A Limited Liability Partnership (LLP) is a body corporate registered under the Limited Liability Partnership Act, 2008. It is a separate legal entity from its partners, continues despite changes in partners, and generally does not make a partner personally liable for the LLP's obligations simply because they are a partner. Instead of an MOA and AOA, the LLP is run by an LLP Agreement between the partners. Incorporation is filed with the Registrar of Companies on the MCA portal through the FiLLiP form, and the LLP receives a Certificate of Incorporation with an LLP Identification Number (LLPIN).

Who needs it

• Professional firms (consultants, advisers, agencies) and closely held businesses that want limited liability with lighter compliance than a company.
• Partnerships that want to move from unlimited to limited liability.
• Founders who do not plan to issue equity shares to investors; an LLP holds partnership interests, not shares.

If you expect venture or angel equity funding, a private limited company is usually the better fit; Zenith will compare options with you before filing.

What Zenith does

Zenith listens first to your business, partners, contribution and funding plans, then confirms an LLP suits you. After a tailored quotation, a relationship manager is assigned and you receive a checklist specific to your assignment.

• Name proposal with availability and trademark checks, and name reservation through RUN-LLP or inside FiLLiP.
• Class 3 DSC support and DPIN allotment for designated partners.
• Drafting the LLP Agreement with profit sharing, capital, management, admission and exit clauses, and arranging state stamping.
• Filing FiLLiP, handling ROC queries, then filing the LLP Agreement in Form 3.
• Hand-over of the Certificate of Incorporation, PAN and TAN, and a plain-language compliance calendar (Form 8, Form 11, tax return).

Timelines depend on completeness, complexity and authority processing; Zenith does not promise a government outcome.

Eligibility and key rules

Item	Rule
Partners	At least 2; no maximum
Designated partners	At least 2 individuals; each needs a DPIN (a body corporate partner nominates an individual)
Resident partner	At least one designated partner must have stayed in India for 120 days or more in the financial year (older material refers to 182 days)
Who can be a partner	Individuals aged 18 or above, Indian companies and LLPs; NRIs and foreign nationals or entities subject to FDI and FEMA rules
Contribution	No statutory minimum for incorporation
Name	Must end with "LLP" or "Limited Liability Partnership" and must not be identical or too similar to an existing name or trademark
Registered office	An address in India
Audit	Required only when turnover or contribution crosses the prescribed thresholds (sources cite turnover above ₹40 lakh or contribution above ₹25 lakh)

Documents required

• Partners and designated partners: PAN, identity proof (Aadhaar, passport, driving licence or voter ID), address proof not older than two months, photograph, email and mobile, and Class 3 DSC.
• Foreign or NRI partners: passport, overseas address proof, notarisation or apostille as applicable, and FEMA and FDI details.
• Registered office: recent utility bill, ownership proof or rent agreement, and an NOC from the owner.
• Business details: proposed names, objects, NIC activity code, contribution and profit sharing ratio.
• The LLP Agreement and consents are prepared by Zenith for signature.

Process and timeline

1. Obtain Class 3 DSCs for designated partners.
2. Reserve the name using RUN-LLP or the name option in FiLLiP.
3. File FiLLiP with partner details, registered office, contribution and business activity.
4. The ROC reviews and issues the Certificate of Incorporation with the LLPIN; PAN and TAN follow through the integrated process.
5. Execute the LLP Agreement on stamp paper and file it in Form 3 within 30 days of incorporation.
6. Open a bank account, and register for GST and other licences where applicable.

Sources describe 7 to 15 working days for straightforward cases; Form 3 is a separate step after incorporation.

Government fees, penalties and due dates

Item	Figure from sources
FiLLiP fee, contribution up to ₹1 lakh	₹500
Above ₹1 lakh to ₹5 lakh	₹2,000
Above ₹5 lakh to ₹10 lakh	₹4,000
Above ₹10 lakh to ₹25 lakh	₹5,000
Above ₹25 lakh to ₹1 crore	₹10,000
Above ₹1 crore	₹25,000
RUN-LLP name reservation	₹200
Stamp duty on the LLP Agreement	Set by each state

• Form 3 (LLP Agreement) is due within 30 days of incorporation; late filing carries additional fees of ₹100 per day.
• Annual: Form 11 (annual return) by 30 May and Form 8 (statement of account and solvency) by 30 October, with the income tax return (ITR-5) and designated partner KYC.
• Tax: LLPs are taxed at a flat 30% on income, with surcharge for income above ₹1 crore and 4% cess.

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• Treating the Certificate of Incorporation as the finish and missing the 30-day Form 3 deadline.
• Names too similar to a company, LLP or trademark.
• Mismatch between PAN, Aadhaar and FiLLiP details, or an outdated utility bill for the office.
• Wrong NIC code or a business description that does not match it.
• Not stamping the LLP Agreement correctly for the state.
• Assuming an LLP can issue shares or take equity funding like a company.
• Overlooking resident designated partner and DPIN requirements.

FAQs