LLP Registration

Founders of consultancies, design studios, professional practices and small trading businesses often ask whether they should form a private limited company or a limited liability partnership (LLP). An LLP gives limited liability with lighter compliance: fewer meetings, fewer filings and less disclosure. A company suits a business that plans to raise outside equity. Registration itself is online through the MCA portal; most of the difficulty lies in the documents, the name and the LLP agreement. We handle all three, from name reservation to filing the agreement.

What an LLP is, and who it suits

An LLP is governed by the Limited Liability Partnership Act, 2008. It combines the flexibility of a partnership with limited liability: each partner's liability is limited to their agreed contribution, and the LLP is a separate legal entity that can own property, sign contracts and sue or be sued in its own name.

It suits:

• professional and consulting firms and agencies run by two or more people;
• businesses that want limited liability but do not plan to raise outside equity;
• family businesses turning an informal partnership into a formal one;
• small and medium trading or service businesses that want lighter compliance than a company.

It is usually not the right choice if you expect venture capital funding soon, since investors prefer shares in a company.

Eligibility and structure

• At least two partners, with no upper limit
• At least two designated partners, responsible for compliance, of whom at least one is resident in India (in India for 120 days or more in the previous year)
• Partners can be individuals or bodies corporate such as companies and other LLPs
• The name must end with "LLP" or "Limited Liability Partnership" and must not clash with existing companies, LLPs or trademarks
• No minimum capital contribution

Documents

The most common delays are a utility bill older than two months and a partner's name spelt differently on PAN and Aadhaar.

The process

1. Digital signatures for the designated partners; no MCA form can be filed without them.
2. Name reservation through RUN-LLP, with up to two proposed names. An approved name is reserved for three months.
3. Incorporation in Form FiLLiP with partner details, registered office and subscription sheet, certified by a practising CA, CS or CMA. DPINs for new designated partners are allotted in the same form.
4. Certificate of incorporation from the Registrar, with the LLPIN, PAN and TAN.
5. LLP agreement drafted and executed on stamp paper of the value required in your state.
6. Form 3 filed with the LLP agreement within 30 days of incorporation; late filing costs ₹100 a day.

The LLP can start business once the LLPIN is issued, but Form 3 must still be filed on time.

After incorporation

See LLP annual filings for the yearly work.

Choosing a registration service

• Is the LLP agreement written for how the partners will actually run the business, or a generic template?
• Will names be checked against MCA and trademark records before filing?
• Does the work include Form 3 and the PAN and TAN follow-up, not just the certificate?
• Can foreign or NRI partners be handled, with notarisation and apostille?

In the long run, a well-drafted agreement matters more than how quickly the certificate arrives. It should cover contributions, profit sharing, decision-making, admission and retirement of partners, and what happens on a dispute or a partner's death.

Converting a partnership or company into an LLP

An existing partnership firm or private company can convert into an LLP, keeping its contracts, assets and liabilities. Conversion has its own forms and tax conditions, and we handle the full process.

Mistakes that delay registration

• A name too close to an existing company, LLP or trademark
• Applying for DSCs only after starting the form
• Address proof older than two months, or not matching the office address exactly
• Missing the 30-day deadline for Form 3
• Not following up PAN and TAN when they are not issued automatically

Common questions

How many partners do we need?

At least two, both of whom can be the designated partners, with at least one resident in India.

How long does it take?

Usually 7 to 12 working days from name reservation to the certificate, if documents are in order and the name is approved first time.

Is filing the LLP agreement separate from registration?

Yes. The certificate creates the LLP, but the agreement must still be stamped and filed in Form 3 within 30 days.

Is there a minimum capital?

No. Partners can contribute any agreed amount. The contribution affects the government fee and the stamp duty on the agreement.

How is an LLP taxed compared with a company?

An LLP pays 30% tax on its profits (plus surcharge and cess), and the partners' share of profit is not taxed again in their hands. A company may pay a lower rate, but dividends are taxed again in the shareholders' hands.