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Company Law · ROCLLP incorporation in India: FiLLiP, LLP agreement and initial compliance
An LLP combines a partnership's flexibility with limited liability and fewer compliances than a company. Here is how to register one – name reservation, FiLLiP, designated partners and the LLP agreement that must be filed within 30 days.
A Limited Liability Partnership (LLP) is a body corporate under the LLP Act, 2008. Partners' liability is limited to their agreed contribution, yet the internal structure is as flexible as a partnership.
Basic requirements
| Requirement | Rule |
|---|---|
| Partners | Minimum 2; no maximum |
| Designated partners | Minimum 2 individuals; at least 1 resident in India (≥ 120 days in previous FY) |
| Contribution | No minimum |
| DPIN / DIN | Designated partners need a DPIN (DIN), allotted through FiLLiP for up to 2 persons |
| DSC | For designated partners |
| Registered office | In India; proof and NOC required |
Forms
| Form | Purpose | Time |
|---|---|---|
| RUN-LLP | Name reservation | Name valid for 3 months |
| FiLLiP (Form 2) | Incorporation, DPIN for up to 2, PAN and TAN | After name approval |
| Form 3 | LLP agreement and changes | Within 30 days of incorporation / change |
| Form 4 | Appointment/cessation of partners | Within 30 days |
Documents
- PAN, Aadhaar/passport, address proof and photograph of each partner;
- Office utility bill (not older than 2 months), rent agreement/ownership proof and NOC;
- Consent of partners (Form 9) and subscription sheet;
- Foreign partners: notarised and apostilled documents.
Step-by-step
- Obtain DSCs.
- File RUN-LLP with two name options.
- File FiLLiP with partner details, contribution, office and documents.
- Receive the certificate of incorporation with LLPIN, PAN and TAN.
- Draft and stamp the LLP agreement (stamp duty as per State; in Delhi, based on contribution).
- File Form 3 within 30 days.
- Open bank account, register under GST/Shops Act as needed.
What goes into the LLP agreement
- Business, name, registered office;
- Contribution of each partner and profit-sharing ratio;
- Remuneration and interest to partners (to claim deduction under Section 40(b));
- Rights and duties, admission and retirement of partners;
- Decision-making, meetings, banking;
- Dispute resolution, winding up.
Clear remuneration clauses are important for income tax – see partner remuneration.
Worked example
Example: Two chartered accountants and an engineer form "Northline Advisory LLP" in Pitampura with contribution of ₹3,00,000. Profit-sharing 40:40:20. The engineer lives in Dubai and is a partner but not a designated partner.
| Step | Timing |
|---|---|
| DSC for the two CAs (designated partners) | Day 1–2 |
| RUN-LLP approval | Day 3–6 |
| FiLLiP filed; COI with LLPIN, PAN, TAN | Day 7–15 |
| LLP agreement signed and stamped | By day 30 |
| Form 3 filed | Within 30 days of COI |
| First Form 11 | By 30 May following the year end |
| First Form 8 | By 30 October following the year end |
Because contribution is ₹3 lakh and expected turnover is ₹35 lakh, audit is not required in the first year.
Initial and annual compliance
| Compliance | Due |
|---|---|
| Form 3 (LLP agreement) | 30 days from incorporation |
| Form 11 (annual return) | 30 May |
| Form 8 (accounts and solvency) | 30 October |
| Income-tax return | 31 July / 31 August / 31 October (audit) |
| DIR-3 KYC of designated partners | As per triennial cycle |
| GST, TDS returns | As applicable |
Late filing of LLP forms attracts an additional fee of ₹100 per day per form, which adds up quickly.
Common mistakes
- Not filing Form 3 within 30 days.
- No remuneration clause, losing the tax deduction.
- Designated partners not meeting the resident requirement.
- Assuming no filing is needed if there is no business – Forms 8 and 11 are mandatory every year.
Key takeaway
An LLP is quick to set up and light on compliance, but the LLP agreement and annual Forms 8 and 11 are non-negotiable. Compare it with a company before choosing – see OPC vs LLP vs private limited. Our company and LLP team handles LLP incorporation and annual filings.
Official references
Provisions discussed (summaries in our Law Library):
- LLP Act, 2008 – Section 7: Designated partners
- LLP Act, 2008 – Section 11: Incorporation document
- LLP Act, 2008 – Section 23: LLP agreement
Official sources to verify the current text, notifications and circulars:
Frequently asked questions
How many partners does an LLP need?
At least two partners, of whom at least two must be designated partners (individuals), and at least one designated partner must be resident in India (stayed 120 days or more in the previous financial year).
Is an LLP agreement mandatory?
Yes. The LLP agreement must be filed in Form 3 within 30 days of incorporation. Without it, the default provisions of the First Schedule to the LLP Act apply, and late fees accrue.
Is audit compulsory for an LLP?
Only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh in a financial year. Otherwise, accounts need not be audited (but must still be filed).
How is an LLP taxed?
As a partnership firm – 30% plus surcharge and cess on income after partners' remuneration and interest within Section 40(b) limits. Partners' share of profit is exempt in their hands.
Can a company be a partner in an LLP?
Yes. A body corporate can be a partner, acting through a nominee who is an individual.
Is foreign investment allowed in LLPs?
Yes, under the automatic route in sectors where 100% FDI is permitted without performance-linked conditions.
Can a partnership firm convert into an LLP?
Yes, under the Second Schedule of the LLP Act through Form 17, with all partners becoming partners of the LLP.
This article is general information on the law as on 10 November 2026, written for educational purposes. It is not professional advice for your case. Section numbers under the Income-tax Act, 2025 should be confirmed with the official section mapping on the Income Tax Department website before use in filings.
Have a tax, GST or business question?
Call, WhatsApp or email CA Dilbagh Singh and team, from Delhi, anywhere in India or abroad.