How to Register an LLP in India: FiLLiP Form, Step by Step

A Limited Liability Partnership (LLP) mixes the flexibility of a partnership with the protection of a company. It is popular with professional firms, consultancies, family businesses and small ventures that don't plan to raise equity from investors. Registration is done entirely online on the Ministry of Corporate Affairs (MCA) portal through a single form called FiLLiP (Form for incorporation of Limited Liability Partnership).

What an LLP is

An LLP is a body corporate with a separate legal entity, distinct from its partners, and it has perpetual succession (Section 3, LLP Act, 2008). In practice this means:

• The LLP owns its property, signs contracts and can sue or be sued in its own name (Section 14).
• A partner is generally not personally liable for the LLP's debts, or for another partner's wrongful acts, beyond their agreed contribution (Section 28). A partner who acts fraudulently or wrongfully remains liable for their own conduct.
• Partners decide how the business is run and how profits are shared through a private LLP agreement, not through a rigid set of rules like a company's articles.
• Compliance is lighter than for a private limited company: there are no board meetings or AGMs, and an audit is required only above certain turnover or contribution thresholds.

Not sure whether an LLP or a company suits you better? See our comparison of Pvt Ltd vs LLP vs OPC.

Who can form one and what you need

• At least two partners (Section 6). There is no upper limit. Partners can be individuals or body corporates such as companies or other LLPs.
• At least two designated partners who are individuals, and at least one of them must be resident in India (Section 7). Designated partners are responsible for the LLP's legal compliance. Where a body corporate is a partner, it nominates an individual to act as designated partner.
• No minimum contribution. Partners can contribute any amount, in cash or in kind (property, services and so on), as agreed between them.
• A registered office in India, with proof such as a recent utility bill and a no-objection letter from the owner if the premises are not owned by the LLP.
• Documents for each partner: PAN (for Indian nationals), identity and address proof, photograph, email and mobile number. Foreign nationals need passport and address proof that is notarised or apostilled.
• Digital Signature Certificates (DSC) for the designated partners, from a licensed certifying authority.

Registration, step by step

1. Register on the MCA V3 portal as a user and get DSCs for the designated partners.
2. Reserve a name (optional as a separate step). You can file RUN-LLP (Reserve Unique Name) with up to two proposed names, or skip it and apply for the name inside FiLLiP itself. The name must end with "Limited Liability Partnership" or "LLP" and must not be identical or too similar to an existing company, LLP or registered trademark (Section 15). Search the MCA name database and the trademark registry before you apply.
3. File the FiLLiP form. This single form covers:
   • the LLP's name (if not already reserved), registered office and proposed business
   • details of every partner and their contribution
   • allotment of a Designated Partner Identification Number (DPIN/DIN) to designated partners who don't already have one
   • consent of each designated partner and the subscription sheet
4. Attach supporting documents: address proof of the registered office, the owner's NOC, identity and address proofs, and the partners' consents. FiLLiP must also be certified by a practising professional, such as a chartered accountant, company secretary or cost accountant.
5. Sign with DSCs, pay the fee and submit. If the Registrar raises queries, respond within the time given or the application may be rejected.
6. Receive the Certificate of Incorporation (Section 12), which shows the LLP Identification Number (LLPIN). PAN and TAN are allotted along with incorporation.

The documents that make up the incorporation application are set out in Section 11 of the LLP Act and the LLP Rules, 2009.

Fees and time

MCA fees depend on the total contribution of the partners. At the time of writing, the FiLLiP fee is as follows (always confirm on the MCA fee page before filing):

• RUN-LLP (if you reserve the name separately) carries a small fixed fee.
• Stamp duty applies to the LLP agreement as per your state's stamp law.
• Other costs: DSCs and professional fees if a CA or CS files for you.
• Time: usually one to three weeks if documents are in order.

After incorporation

Getting the certificate is not the end. These are the first things to do:

Form 3 matters more than people think. If no agreement is filed, the default rules in the First Schedule to the LLP Act apply, for example, equal sharing of profits regardless of how much each partner put in. Filing late also attracts an additional fee for each day of delay.

Every year after that, the LLP files a Statement of Account and Solvency (Form 8, Section 34) and an Annual Return (Form 11, Section 35), plus its income tax return. Designated partners should also complete their annual KYC. Missing these leads to daily additional fees that pile up quickly.

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