LLP Registration

The Limited Liability Partnership (LLP), introduced by the Limited Liability Partnership Act 2008 and the LLP Rules 2009, is the legal vehicle that combines the operational flexibility of a partnership with the limited-liability protection of a company. For professional services firms (CA, CS, lawyers, consultants, architects, advisory boutiques), family-run businesses with multiple partners, joint ventures and SMEs that don't need to raise external equity, the LLP is structurally the most efficient choice.

By 2026, LLP registration in India is fully online via the MCA21 V3 portal using FiLLiP (Form for Incorporation of LLP) — the integrated form that covers name reservation, DPIN allotment for new designated partners and incorporation in a single submission. Post-incorporation, the LLP Agreement (governing rights, profit-sharing, capital contribution, management) must be filed in Form 3 within 30 days of incorporation, and the LLP becomes operational with PAN, TAN and GSTIN. The framework is governed by the LLP Act 2008, LLP Rules 2009 and the Indian Partnership Act 1932 (for general partnership principles, where the LLP Agreement is silent).

We register LLPs end-to-end — from name reservation and FiLLiP filing to LLP Agreement drafting, stamp duty, Form 3 filing and post-incorporation set-up.

Why an LLP — and Why Not a Pvt Ltd

• Limited Liability with Partnership Flexibility:: Each partner's liability is limited to agreed contribution. Unlike a general partnership, partners are not personally liable for the LLP's debts beyond contribution (subject to fraud / wrongful-act exceptions). Partners are also shielded from acts of other partners — a structural advantage over Indian Partnership Act firms.

Perpetual Succession & Separate Legal Identity:
LLP is a body corporate with separate legal existence. It survives changes in partners; partner death, retirement or admission do not affect continuity.

• Lower Compliance Than Pvt Ltd:: No mandatory statutory audit until turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. Only two annual filings — Form 11 (Annual Return) by 30 May and Form 8 (Statement of Account & Solvency) by 30 October. No AGM, no MGT-7, no AOC-4. Compliance burden is materially lighter than Pvt Ltd.

• Tax-Neutral Conversion From Partnership Firm:: Section 47(xiiib) of the Income Tax Act allows tax-neutral conversion of a partnership firm or private company into an LLP if specified conditions are met (turnover ≤ ₹60 lakh, asset value ≤ ₹5 crore for company → LLP, partner-continuity conditions, etc.). For mature partnership firms wanting limited liability without a tax cost, this is the clean path.

• No External Equity Constraint:: LLP cannot issue shares — equity fundraising from VCs / PE is impractical. For founders planning external equity, Pvt Ltd is the right structure. For founder-owned and bootstrapped businesses, the absence of share capital is not a constraint.

The FiLLiP Workflow

• Pre-Filing Brief:: Designated partner mix (minimum 2, with at least 1 Indian resident under Section 7(1) of the LLP Act), other partners, capital contribution, business activity, registered office, RoC jurisdiction.

• Class-3 DSC for All Designated Partners:: Issued through CCA-licensed CAs. For foreign designated partners, apostilled / consularised KYC documents are required.

• Name Reservation (RUN-LLP or via FiLLiP):: Two name choices submitted; uniqueness check against existing LLP / company names; trademark conflict check; LLP-name suffix mandatory; reservation valid for 90 days.

• FiLLiP — Integrated Incorporation:: Single form covering DPIN allotment (for new designated partners, max 5 in one FiLLiP), name reservation (if not done separately), incorporation, registered-office details, partner consents (Form 9), subscriber sheets and supporting documents. PAN and TAN are auto-generated.

• LLP Agreement & Form 3:: LLP Agreement drafted on State stamp paper covering capital contribution, profit / loss sharing, management, designated partners' rights, dispute resolution, retirement / admission, dissolution. Filed in Form 3 within 30 days of incorporation.

• Post-Incorporation:: Bank account opening, GSTIN registration (where applicable), Shop & Establishment, professional tax, Udyam, IEC (for exporters), opening capital contribution receipts, statutory registers.