LLP Registration

Limited Liability Partnership (LLP) Registration

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What Is Limited Liability Partnership?

LLP is a popular type of partnership where limited liability Partners enjoy protection of personal assets from debts, liabilities & damages. An LLP is a corporate body and legal entity separate from its partners. It has perpetual succession in every state and is registered under the LLP Act, 2008

LLP is a popular type of partnership where limited liability Partners enjoy protection of personal assets from debts, liabilities & damages. An LLP is a corporate body and legal entity separate from its partners. It has perpetual succession in every state and is registered under the LLP Act, 2008

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What you’ll get

tick30-minute consultation with our Incorporation expert

tickYour company name is reserved in just 2 – 4 days

What you’ll get

tickExpert assisted process
tickYour company name is reserved in just 2 – 4 days
tickDSC in just 4 – 7 days
tickLLP Incorporation form filing done in 14 days*
tickLLP Incorporation Certificate
tickLLP agreement form filing done in 14 days(Post Incorporation)
tickCompany PAN+TAN
tickDIN for directors
tickZero balance current account with up to 7% interest

What you’ll get

tickDedicated account manager
tickYour company name is reserved in just 2 – 4 days
tickDSC in under 4 – 7 days
tickLLP Incorporation form filing done in 14 days*
tickLLP Incorporation Certificate
tickLLP agreement form filing done in 14 days(Post Incorporation)
tickCompany PAN+TAN
tickDIN for directors
tickZero balance current account with up to 7% interest
tickGST Registration
tickDigital welcome kit that includes a checklist of all post-incorporation compliances
tick30-minute call with a senior CA/CS for your business planning
tickAnnual compliance filed by our experts(Form 8 & 11)
tickITR Filings
tickDIR-3 E-KYC filing

Documents Required for LLP Registration

Identity and Address Proof

imageScanned copy of PAN card or passport (foreign nationals & NRIs)

imageScanned copy of voter ID/passport/driving

imageScanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill

imageScanned passport-sized photograph specimen signature (blank document with signature [directors only)



Registered Office Proof

imageScanned copy of the latest bank statement/telephone or mobile bill/electricity or gas bill

imageScanned copy of notarised rental agreement in English

image Scanned copy of no-objection certificate from the property owner
imageScanned copy of sale deed/property deed in English (in case of owned property)

Features of Limited Liability Partnership

LLP is a Body of Corporate

As per Section 3 of the Limited Liability Partnership Act 2008 (LLP Act), an LLP is a corporate body established and registered under the Act. It exists as a distinct legal entity separate from its partners.

Perpetual Succession

Unlike a general partnership firm, a limited liability partnership has the advantage of perpetual succession. This means that even if one or more partners retire, become insolvent, suffer from mental incapacity, or pass away, the LLP can continue its operations. Additionally, the LLP has the capacity to enter into contracts and own property in its own name.

Separate Legal Entity

Similar to corporations or companies, an LLP is recognised as a separate legal entity. It holds full liability for its assets and obligations. Moreover, the individual partners’ liabilities are limited to their contributions to the LLP. As a result, the creditors of the LLP are not considered creditors of the individual partners.

LLP Agreement

The LLP Agreement is a contract agreed upon by all partners, outlining their rights and duties. Partners have the freedom to create the agreement according to their preferences. The Act will govern their mutual rights and duties if they don’t create one.

Artificial Legal Person

For legal purposes, an LLP is considered an artificial legal person. It is created through a legal process and possesses all the rights of an individual. It exists as an intangible, immortal entity but is not fictional since it has real existence.

Common Seal

An LLP may have a common seal if the partners use one (Section 14(c)). However, having a seal is not mandatory. If they choose to use a seal, it must be kept under the custody of a responsible official. The seal can only be affixed by at least two designated partners.

Limited Liability

Under Section 26 of the Act, each partner is an agent of the LLP for its business activities. However, a partner is not an agent of other partners. The liability of each partner is limited to their agreed contribution to the LLP, providing personal liability protection to all partners.

Minimum and Maximum Number of Partners

Every LLP must have a minimum of two partners, and at least two of them must be individuals serving as designated partners. At least one designated partner should always be a resident of India. There is no maximum limit on the number of partners in the LLP.

Business Management and Structure

The partners of the LLP have the authority to manage the business. However, only the designated partners are responsible for ensuring legal compliance.

Business for Profit Only

LLPs are specifically formed to conduct lawful business to earn a profit. They cannot be established for charitable or non-profit purposes.


The Central Government holds the power to investigate the affairs of an LLP. They can appoint a competent authority for this purpose.

Mutual Agency

Unlike a partnership firm, in an LLP, actions taken by one partner independently and without authorisation do not make other partners liable. Each partner is considered an agent of the LLP, and the actions of one partner do not bind the others.

Pre-requisites for Incorporating an LLP

  • Minimum two partners allowed (Individual or body corporate)
  • At least two designated partners are required, with one being an Indian resident
  • A digital signature certificate needed
  • Mandatory to have an LLP name
  • An LLP agreement is essential
  • A registered office must be established.

Stages of Incorporation of LLP

Procure Digital Signature Certificate

To file online forms with the MCA, applicants and partners of the LLP need a Digital Signature Certificate (DSC) with a validity of 2 years PAN CARD

Reserve LLP Name

  • The new process for reserving a unique name for an LLP involves using the web form ‘RUN-LLP’ (Reserve Unique Name – Limited Liability Partnership)
  • This simplified form replaces the old LLP Form 1 and requires basic details and the significance of the desired name
  • Applicants can provide up to 2 names in order of preference, ensuring compliance with applicable provisions for name reservation
  • If none of the names provided are approved, there is an opportunity to apply for two more names
  • The government fees for the RUN form follow the Register Office Fees Rules
  • DSC (Digital Signature Certificate) and DIN (Director Identification Number) are not required for filing the RUN form, but having an MCA portal account is mandatory
  • Once the name is allotted for the LLP, it is reserved for 90 days from the date of approval.

LLP Incorporation and DIN Application

LLP Incorporation Application with FiLLiP

The new LLP incorporation application process brings a significant change with the introduction of FiLLiP (Form for incorporation of Limited Liability Partnership). This updated form streamlines the process and offers the integration of the DIN Allotment Application with the incorporation application.

Here are the key points to know about this application:

DPIN/DIN Application

  • Up to 2 Designated Partners (DPs) can apply for DPIN/DIN through this application
  • Additional DPs without DIN can be added later through respective filings.

Optional Name Reservation

  • The application allows for optional name reservations, which can be done either through LLP-RUN or this form

Document Submission

  • The application requires the submission of necessary documents, including the subscriber’s sheet and proof of the registered office address

Attestation and Certification

  • Partners need to attest the e-form using a PAN-based DSC (Digital Signature Certificate).
  • The form must be certified by a practising professional (CA/CS/CWA).

Application Processing

  • The Central Registration Centre (CRC) processes the application for approval.If required, the registrar may ask for further documents or information, with a maximum resubmission period of 20 days.

Certificate of Incorporation (CoI)

  • The Certificate of Incorporation (CoI) in Form 16 is issued upon approval
  • DPIN/DIN is also provided for the Designated Partners
  • The CoI contains the LLP Identification Number (LLPIN), marking the official date of LLP incorporation

Commencing Business

  • With the Certificate of Incorporation in hand, the LLP can legally commence its business under its registered name.

Apply for PAN and TAN

Unlike companies, LLPs must separately apply for PAN and TAN through offline or online mode. Applications are made directly to the Income Tax Department using forms 49A and 49B, respectively, with the Certificate of Incorporation as supporting proof.

Drafting and Filing LLP Agreement

The next crucial step in the LLP incorporation process involves carefully crafting the LLP Agreement to meet the partners’ specific requirements. This agreement serves as the foundational document of the LLP and outlines key aspects of the business.

Here are the essential details included in the LLP Agreement:

  • LLP’s Name: The agreement specifies the chosen name of the LLP, ensuring it aligns with the approved name reserved during the earlier stage of the process.
  • Partners and Designated Partners’ Details: The agreement includes the names and addresses of all partners and designated partners involved in the LLP.
  • Business Objectives: The objectives and scope of the LLP’s business activities are clearly defined in the agreement.
  • Place of Business: The physical location of the LLP’s registered office and any additional places of business are documented.
  • Contribution and Interest on Contribution: The agreement outlines the capital contributions made by partners and the corresponding interest on those contributions.
  • Profit Sharing Ratio: The distribution of profits among partners is stated, highlighting the agreed-upon profit-sharing ratio.
  • Rights and Duties of Partners: The agreement delineates the rights and responsibilities of partners in various scenarios, such as admission, resignation, retirement, etc.
  • Proposed Business: A detailed description of the proposed business activities and operations of the LLP is provided.
  • LLP Governance Rules: The internal governance structure and decision-making processes within the LLP are outlined in the agreement.

Execution of the LLP Agreement

Once the LLP Agreement is meticulously drafted, it undergoes a thorough review and agreement among all partners. Once consensus is reached, the agreement moves to the execution stage, involving the following steps:

  • Payment of Stamp Duty: The LLP Agreement attracts a stamp duty, which must be paid in accordance with the applicable state laws.
  • Signing by Partners: All partners involved in the LLP must sign the agreement, indicating their acceptance and commitment to its terms.
  • Attestation by Witnesses: The signed LLP Agreement is attested by witnesses, validating the authenticity of the signatures and the document.

Once all partners thoroughly review and agree upon the LLP Agreement, it will be executed by paying the necessary stamp duty. The amount of stamp duty required will be determined by the respective State Stamp Act of the location where the registered office of the LLP is situated. After the payment of stamp duty, the agreement will be formally executed with the signatures of the partners and attestation by witnesses.

Effect of Registration (Section 14)

Upon receiving the certificate of registration from the Registrar of Companies, the LLP attains the status of a body corporate, establishing itself as a distinct legal entity separate from its individual members.

As a result, the LLP is entitled to exercise the following rights:

  • Legal Representation: The LLP has the authority to initiate legal actions and be a party in legal proceedings, both as a plaintiff (suing others) and as a defendant (being sued by others) under its own name
  • Property Rights: The LLP can acquire, own, hold, develop, or dispose of various types of property, whether tangible or intangible, movable or immovable
  • Common Seal (Optional): While the LLP has the option to have a common seal, it is not a mandatory requirement for its operation
  • Legal Capacity: The LLP is empowered to undertake any lawful acts and endure any legal consequences that other bodies corporate are permitted to do and suffer.

LLP Agreement Format


Name of Partner 1 (the ‘First Partner’):

Address: [Address]
Capital Contribution: [Amount or Description]
Profit-Sharing Ratio: [Percentage]
Name of Partner 2 (the ‘Second Partner’):

Address: [Address]
Capital Contribution: [Amount or Description]
Profit-Sharing Ratio: [Percentage]
[Add more partner sections if there are additional partners]


The name of this Limited Liability Partnership shall be [LLP Name], and its registered office address shall be [Address].


The LLP shall engage in the business of [Describe the nature of the business activities].


This LLP shall exist indefinitely unless dissolved by the mutual agreement of the partners or as otherwise provided by law.


Each partner’s initial capital contribution and any additional contributions shall be as specified above. Capital contributions shall be made in cash or as otherwise agreed upon by the partners.


Profits and losses of the LLP shall be allocated among the partners based on their profit-sharing ratios as specified above.


The management of the LLP shall be vested in the partners. Major decisions shall require a unanimous vote of all partners, except as otherwise specified in this Agreement.


Regular meetings of the partners shall be held [Specify frequency]. Notice of meetings shall be provided [Specify notice period]. Voting shall be based on the profit-sharing ratios unless otherwise agreed.


A partner may withdraw or resign from the LLP by providing [Specify notice period] written notice to the other partners. The treatment of the withdrawing partner’s capital shall be determined as per the agreement.


New partners may be admitted with the unanimous consent of the existing partners, subject to negotiation of their capital contribution and profit-sharing ratio


The LLP may be dissolved by a unanimous vote of the partners or as otherwise provided by law. Upon dissolution, the winding-up of affairs shall be conducted in accordance with applicable legal requirements.


This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].


This Agreement may be amended by written agreement of all partners.IN WITNESS WHEREOF, the partners hereto have executed this Agreement as of the date first above written.

LLP Name Structure

The name of an LLP must comply with the following requirements:

  • It must contain the words ‘Limited Liability Partnership’ or the abbreviation ‘LLP’.
  • It must not be identical or deceptively similar to the name of any other existing company or LLP.
  • It must not contain any words or expressions that are obscene, offensive, or misleading.

Advantages of Limited Liability Partnership

  • Limited liability: The partners of an LLP are not personally liable for the debts and liabilities of the LLP. This means that their assets are protected if the LLP becomes insolvent.
  • Pass-through taxation: LLPs are taxed as pass-through entities, which means that the income of the LLP is taxed directly in the hands of the partners. This avoids double taxation when companies distribute their profits to shareholders.
  • Flexibility: LLPs are relatively flexible regarding their management structure and ownership. The partners can agree on any management structure they choose, and there are no restrictions on transferring ownership interests.

LLP Registration Fees

Details of Fee

**Subject to change as per the state requirements, additional professional fees incurred.

For registration of Limited Liability Partnership, including conversion of a firm or a private company or an unlisted public company into Limited Liability Partnership:

Contribution AmountFee (in INR)
₹ 1 to ₹ 1,00,000₹ 500
₹ 1,00,001 to ₹ 5,00,000₹ 2,000
₹ 5,00,001 to ₹ 10,00,000₹ 4,000
₹ 10,00,001 and above₹ 5,000

The difference between the fees payable on the increased slab of contribution and the fees paid on the preceding slab of contribution shall be paid through Form 3.For filing, registering or recording any document, form, statement, notice, Statement of Accounts and Solvency, annual return, and an application along with the Statement for conversion of a firm or a private company or an unlisted public company into LLP by this Act or by these rules required or authorized to be filed, registered, or recorded:

Contribution AmountFee (in INR)
₹ 1 to ₹ 1,00,000₹ 50
₹ 1,00,001 to ₹ 5,00,000₹ 100
₹ 5,00,001 to ₹ 10,00,000₹ 150
₹ 10,00,001 and above₹ 200

Fee for any application other than the application for conversion of a firm or a private company or an unlisted public company into LLP shall be as under:

Application TypeFee (in INR)
An application for reservation of name u/s 16₹200
An application for direction to change the name u/s 18₹ 10,000
Application for reservation of name under Rule 18(3)₹ 10,000
Application for renewal of name under Rule 18(3)₹ 5,000
Application for obtaining DPIN under Rule 10(5)₹ 100

Fee for inspection of documents or for obtaining a certified copy thereof shall be as under:

Inspection TypeFee (in INR)
For inspection of documents of an LLP under section 36₹ 50
For Copy or extract of any document under section 36 to be certified by Registrar₹ 5/- per page or fractional part thereof

Important Forms in LLP Registration

Descriptione-Form with Instruction kite-Form
Application for reservation or change of nameForm 1Form 1
Incorporation document and subscriber’s statementForm 2Form 2
Details in respect of designated partners and partners of Limited Liability PartnershipForm 2AForm 2A
Information with regard to limited liability partnership agreement and changes, if any, made thereinForm 3Form 3
Notice of appointment, cessation, change in name/address/designation of a designated partner or partner, and consent to become a partner/designated partnerForm 4Form 4
Notice for change of nameForm 5FOrm 5
Annual Return of Limited Liability Partnership (LLP)Form 11FOrm 11
Notice for change of place of registered officeForm 17Form 17
Application and Statement for conversion of a private company/unlisted public company into limited liability partnership (LLP)Form 18Form 18
Application for direction to Limited Liability Partnership (LLP) to change its name to the RegistrarForm 23Form 23
Application for reservation/renewal of name by a Foreign Limited Liability Partnership (FLLP) or Foreign CompanyForm 25Form 25
Return of alteration in the incorporation document or other instrument constituting or defining the constitution; or the registered or principal office; or the partner or designated partner of limited liability partnership incorporated or registered outside IndiaForm 28Form 28
Application for compounding of an offence under the ActForm 31Form 31
Form for filing addendum for rectification of defects or incompletenessForm 32Form 32


  • The agreement must be submitted to the Ministry of Corporate Affairs (MCA) within 30 days from the date of incorporation. Failure to do so will result in a penalty of Rs. 100 per day until the actual filing date.
  • The filing is done using LLP form-3, which remains the same as in the previous process. The verification and approval are now processed by the concerned State Registrar of Companies (ROC) instead of the Central Registration Centre (CRC).
  • The name allotted under LLP-RUN will be reserved for a duration of 90 days. If the LLP registration application (FiLLiP) is not filed within this period, the name reservation will expire and can be reserved again through a new application.
  • FiLLiP allows for the allocation of only 2 DPIN/DIN (Designated Partner Identification Number). If there are more than 2 designated partners, the additional partners will need to obtain DPIN/DIN by filing DIR-3 after the incorporation process. Subsequently, the LLP can add new designated partners or change the designation of partners as required.
  • The certificate of incorporation serves as conclusive evidence that the limited liability partnership is incorporated under the specified name.
  • The Registrar of Companies (ROC) assigns a unique Limited Liability Partnership Identification Number (LLPIN) to every registered LLP.

Difference between Partnership and LLP

The LLP Agreement will contain essential details such as the LLP’s name, the names and addresses of partners and designated partners, the business objectives, and the registered office address. Additionally, it will include other crucial clauses, such as the form of contribution and interest on contribution, profit sharing ratio, and the rights and duties of partners in various scenarios like admission, resignation, retirement, cessation, and expulsion. The agreement will also outline the proposed business activities and the rules governing the LLP

Governing LawPartnership Act, 1932limited Liability Partnership Act, 2008
RegistrationThe Registration of Partnership is not compulsory. However, the unregistered Partnership firm cannot be sued.The Registration of LLP is compulsory with the Registrar of Companies (ROC).
LiabilityEvery Partner is liable, jointly for the acts of other partners alone or for all the acts of the firm in the course of partnership.Under LLP, the liability of partners is limited as per their share of contribution
Legal entityPartnership firms have no separate legal entity.The LLP has a separate legal entity.
ITRNo returns are to be filed with the Registrar of Firms.Under LLP, the liability of partners is limited as per their share of contribution
EnforcementPartnership Act provisions are different in various states as the enforcement of the act is at the State level.The annual statement of accounts and annual return has to be filed with ROC.
Can Minor become PartnerMinor can become a partner in Partnership.In LLP, minors cannot become partners.

Recent Amendments

LLP (Amendment) Rules, 2023 – Revised LLP Form No.3

The LLP (Amendment) Rules, 2023, which came into effect on June 2, 2023, have revised LLP Form No. 3, which is used to file information about the LLP agreement with the Registrar of Companies (ROC). The revised form includes additional disclosure requirements, such as the following:

  • Whether the nominee of a partner is a body corporate, and if so, the body corporate and its LLPIN/CIN/FLLPIN/Other Identification Number
  • Whether the LLP agreement contains any provisions relating to the conversion of the LLP into a company, and if so, the details of such provisions
  • Whether the LLP agreement contains any provisions relating to the winding up of the LLP, and if so, the details of such provisions.

New Web-Based Forms for LLP Formation:

  • The LLP Amendments, 2022 have introduced web-based forms for all LLP processes
  • LLP incorporation can now only be completed through these web-based forms, similar to SPICe Plus Forms used for company incorporation
  • A notable change is that every LLP must now include Latitude and Longitude in the Address Block
  • Directors’ information can be retrieved from the Digi Locker Database.

No Separate PAN and TAN Application Required:

  • The Registrar issues the Certificate of Incorporation of an LLP in Form 16.
  • Form 16 now includes the PAN (Permanent Account Number) and TAN (Tax Deduction Account Number) given by the Income Tax Department.
  • Hence, like companies, LLP incorporation includes the PAN and TAN applications together, eliminating the need for separate applications.
  • LLPs receive their PAN and TAN along with the official Certificate of Incorporation.

Five Designated Partners without DIN:

  • The Limited Liability Partnership (Second Amendment) Rules, 2022 allow up to 5 individuals to apply for DPIN in the Form FiLLiP.
  • At the time of incorporation, LLPs can now have up to five Designated Partners (without having a DIN), instead of just two.
  • This enables the appointment of more than two Designated Partners (without DPIN/DIN) during incorporation.

Statement of Solvency and Certificate of Truthfulness:

The Statement of Account and Solvency must now be signed on behalf of the LLP by specific professionals. | The requirement for DPs to sign the Statement of Solvency has changed. | LLPs with Partner’s Contribution up to INR 50 Lakhs or sales up to INR 5 Crore must file a Certificate of Truthfulness and Correctness of Annual Returns. | Form 8 now includes specific reporting for contingent liabilities.

Other Changes in LLP (Amendments) Rules, 2022:

  • Form 9 is now an online web-based form for filing Consent of Partners, replacing the previous offline format.
  • All Designated Partners must provide their Digital Signatures at the time of LLP incorporation, instead of just one DSC.
  • Forms 28 and 29 have been combined, and Form 28 should be filed with specific notices.
  • Modifications to the LLP Deed must be recorded in detail in Form 3, unlike before when only the deed needed attachment.
  • Form 11 (Annual Return) should now include information about penalties and compounding of offences.
  • Special courts are to be established for speedy trials on criminal offences like fraud, according to the LLP (Amendments) Rules, 2022.
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