Business Registrations & Compliance#079

Understanding Limited Liability Partnership (LLP) incorporation

Incorporate an LLP via the FiLLiP form on MCA21; preferred for professional services and small partnerships.

At a glance

Jurisdiction

Central — Ministry of Corporate Affairs (MCA), applicable across India under the Limited Liability Partnership Act, 2008

Who applies

Two or more individuals or body corporates wishing to form a Limited Liability Partnership for carrying on a lawful business

Typical time

5–10 working days from submission of FiLLiP form with error-free documents

Fee

Government fee: ₹500 for contribution up to ₹1 lakh; ₹2,000 for ₹1 lakh – ₹5 lakh; ₹4,000 for ₹5 lakh – ₹10 lakh; ₹5,000 above ₹10 lakh. Stamp duty on LLP Agreement varies by state.

Who should use this process

✓Minimum 2 designated partners; at least one must be a resident of India (stayed 182+ days in previous calendar year)
✓There is no maximum limit on the number of partners
✓Each designated partner must have a Designated Partner Identification Number (DPIN) or DIN
✓Each designated partner must have a valid DSC
✓The proposed LLP name must be unique, end in 'LLP' or 'Limited Liability Partnership', and comply with LLP (Amendment) Rules, 2022

Who does NOT need to apply

✕Activities prohibited by law cannot be carried out through an LLP
✕Banking, insurance, and certain regulated financial services cannot be conducted through an LLP
✕Non-resident Indians (NRIs) and foreign nationals can be partners but need RBI / FEMA compliance; FiLLiP alone does not cover this

Documents required

#	Document	Type needed	Purpose
1	PAN card of each designated partner	Self-attested Copy	Identity proof linked to DPIN/DIN; must match the name on DSC
2	Aadhaar card or passport of each designated partner	Self-attested Copy	Identity and address proof for designated partners
3	Proof of residence of each designated partner (utility bill / bank statement not older than 2 months)	Self-attested Copy	Current address proof for each designated partner
4	Proof of registered office address of LLP (utility bill not older than 2 months)	Self-attested Copy	Confirms the registered office address of the LLP as required by the LLP Act
5	No-Objection Certificate (NOC) from owner of registered office premises(optional)Required if the registered office is not owned by a designated partner	Original	Confirms the owner's consent to use the premises as the LLP's registered office
6	Digital Signature Certificate (DSC) of each designated partner	Soft copy (PDF)	Required to digitally sign FiLLiP and LLP Agreement on the MCA portal
7	Consent to act as designated partner — Form 9 (auto-generated in FiLLiP)	Download / Print	Declaration by each designated partner consenting to their appointment
8	LLP Agreement — Form 3	Download / Print	The partnership deed governing the LLP; must be filed within 30 days of incorporation on Form 3 with stamp duty paid

Original documents: Carry originals only for in-person visits — do not hand them over permanently unless explicitly required.

Step-by-step guide

1
Obtain DPIN / DIN and DSC for all designated partners
Online
Each designated partner must have a DPIN (or existing DIN). Up to 2 new DPINs can be allotted via FiLLiP. For more than 2 new designated partners, additional DPINs must be obtained via DIR-3 separately. Each must also have a Class 3 DSC.
1–3 days
2
Reserve LLP name using RUN-LLP service
Online
Log in to MCA21 v3 portal and use the 'Reserve Unique Name – LLP (RUN-LLP)' service or the integrated name reservation in FiLLiP Part A. The name must end in 'LLP' or 'Limited Liability Partnership'. Up to 2 name choices can be submitted. Check LLP name availability before applying.
1–2 days for approvalhttps://www.mca.gov.in
3
Fill and submit FiLLiP form
Online
After name approval, fill the FiLLiP (Form for Incorporation of LLP) on the MCA21 v3 portal. Provide details of designated partners, registered office address, and nature of business (NIC code). Attach identity, address, and office proofs. The form simultaneously applies for PAN and TAN for the LLP.
1 day to prepare and uploadhttps://www.mca.gov.in/mcafoportal/showlogin.do
4
Pay government incorporation fee
Online
Pay the applicable government fee based on the total contribution amount of the LLP via the MCA portal payment gateway. Note that contribution is not minimum capital; partners decide the contribution amount.
Same day
5
ROC scrutiny and Certificate of Incorporation
Offline
The Registrar of Companies (LLP) reviews the FiLLiP form. On satisfaction, the ROC issues a Certificate of Incorporation with the LLP Identification Number (LLPIN). PAN and TAN are allotted automatically.
3–7 working daysRegistrar of Companies (LLP Division)https://www.mca.gov.in
6
Draft and execute LLP Agreement
Offline
After receiving the Certificate of Incorporation, draft the LLP Agreement covering profit-sharing ratio, roles, capital contribution, decision-making, and exit provisions. Execute the Agreement on stamp paper of appropriate value (varies by state and contribution amount).
3–5 days
7
File LLP Agreement — Form 3
Online
File Form 3 (Information with regard to LLP Agreement) on the MCA portal within 30 days of the date of incorporation along with the executed LLP Agreement. Failure to file within 30 days attracts daily penalties.
Within 30 days of CoIhttps://www.mca.gov.in

Government officers involved

Registrar of Companies (LLP Division)

Ministry of Corporate Affairs, Office of the Registrar of Companies

Steps 2, 5

Reviews FiLLiP form, approves LLP name, and issues the Certificate of Incorporation with LLPIN

Central Registration Centre (CRC) officer

MCA — Central Registration Centre, Manesar

Step 2 (name reservation via RUN-LLP)

Approves or rejects proposed LLP names under the RUN-LLP service

Government portals

MCA21 v3 Portal

https://www.mca.gov.in

Filing FiLLiP, RUN-LLP, Form 3, paying fees, downloading Certificate of Incorporation

MCA LLP Name Search

https://www.mca.gov.in/mcafoportal/showCheckLLPName.do

Checking availability of proposed LLP name before filing RUN-LLP

Things to watch out for

LLP Agreement must be filed within 30 days of incorporation

Filing Form 3 (LLP Agreement) after 30 days of the Certificate of Incorporation date attracts an additional fee of ₹100 per day per form. Many LLPs neglect this deadline; a missing LLP Agreement also creates uncertainty in partner rights.

Stamp duty on LLP Agreement is mandatory and state-specific

The LLP Agreement must be executed on non-judicial stamp paper of appropriate value. Stamp duty rates differ across states and depend on the total contribution. An unstamped or under-stamped LLP Agreement is inadmissible as evidence and attracts penalties.

Annual filing obligations are non-negotiable

An LLP must file Form 8 (Statement of Account and Solvency) by 30 October and Form 11 (Annual Return) by 30 May every year, regardless of whether the LLP has conducted any business. Default attracts ₹100 per day per form.

An LLP cannot raise equity funding from investors

Unlike a company, an LLP cannot issue shares or equity. Venture capital investors and angel investors typically cannot invest in an LLP. If equity funding is likely in the future, consider incorporating a Private Limited Company instead.

DPIN / DIN annual KYC is mandatory

All designated partners must file DIR-3 KYC annually by 30 September to keep their DPIN/DIN active. Deactivated DPINs block annual return filings and may expose the LLP to default notices from MCA.