How to Register an LLP in India: Step-by-Step

An LLP gives you the limited liability of a company with the internal flexibility of a partnership. Nearly everything about how it runs is set by the LLP agreement rather than by statute, and it costs less each year than a company. For professional practices, family businesses and two- or three-founder firms that do not plan to raise equity, it is often the right structure.

Incorporation is done online on the MCA portal in two forms, RUN-LLP for the name and FiLLiP for incorporation. A third form, Form 3 for the LLP agreement, is due within 30 days of incorporation. That third one is where new LLPs fall into default.

Step 1: Be sure an LLP fits

Choose an LLP if you want limited liability, low compliance and flexible profit-sharing, and you do not plan to raise money from venture investors or grant stock options. An LLP cannot issue equity shares, preference shares or ESOPs, so investors almost never come in as partners. If you will raise capital, incorporate a private limited company instead. The full comparison is in our post on Pvt Ltd vs LLP vs OPC vs proprietorship.

Who you need, under the LLP Act, 2008:

• at least two partners, individuals or bodies corporate, with no upper limit;
• at least two designated partners who are individuals. Where a body corporate is a partner, it nominates an individual to act as designated partner;
• at least one designated partner resident in India, as defined in Section 7 of the Act.

Designated partners are the people responsible for the LLP's statutory compliance and are answerable for its defaults, so choose them deliberately.

Step 2: Get DSCs for the designated partners

Every designated partner signs the MCA forms with a Class 3 Digital Signature Certificate. A DSC is obtained from a licensed certifying authority on PAN, Aadhaar, a photograph and video verification, and normally takes a day or two for an applicant in India. For a partner abroad it takes longer, and their documents usually need apostille or consular attestation.

You do not need to get a DIN separately. Proposed designated partners who do not already hold a DIN can apply for one inside the FiLLiP form. Partners who already hold a DIN from a company directorship use the existing one. A DIN stays with the individual for life — our post on what a DIN is explains the annual KYC that keeps it active.

Step 3: Check the name, then reserve it in RUN-LLP

Search the MCA company and LLP master data and the trademark register before you propose anything. A name will be rejected if it is identical or too nearly resembles an existing company, LLP or registered trademark, if it is undesirable, or if it uses words that need central government approval.

Then file RUN-LLP (Reserve Unique Name — Limited Liability Partnership) on the MCA portal:

• propose up to two names in order of preference;
• state the proposed business activity, and make it consistent with the business clause you will put in the LLP agreement;
• attach the trademark owner's consent or a board resolution where the name relies on one;
• pay the fee of ₹200.

If both names are unacceptable, the form is marked for resubmission and you get one opportunity to correct it. An approved name is reserved for 90 days, and incorporation must be filed within that window.

Step 4: Gather the documents

For each designated partner and partner (individuals):

• PAN (mandatory for Indian nationals)
• Aadhaar
• identity proof: passport, voter ID or driving licence
• address proof: a bank statement or utility bill not older than two months
• photograph
• for foreign nationals, the passport, and apostilled or consularised identity and address proof

For a body corporate partner: its certificate of incorporation, the resolution authorising the investment and nominating its designated partner, and the nominee's KYC.

For the registered office:

• latest electricity, water or gas bill, or property tax receipt
• rent or lease agreement, if rented
• NOC from the owner

Consents: every designated partner gives a consent to act (Form 9), which is attached to or generated with the incorporation filing.

Step 5: File FiLLiP

FiLLiP (Form for incorporation of Limited Liability Partnership) is the incorporation application. It captures:

• the reserved name (with the RUN-LLP reference) or the proposed names, if you skipped RUN-LLP;
• the registered office address and the state and ROC that will have jurisdiction;
• the business activity code and description;
• details of each partner and designated partner, with DIN applications for designated partners who need one;
• each partner's contribution, in cash or kind, and the total contribution;
• the office proof, NOC, identity and address proofs and consents from Step 4.

The form is signed with the designated partners' DSCs and certified by a practising professional — a chartered accountant, company secretary or cost accountant. That professional is putting their name to the accuracy of the form, so expect them to check the originals.

The fee is charged in slabs according to the total contribution, under Annexure A of the LLP Rules, 2009. The MCA portal calculates it when you submit. FiLLiP also applies for the LLP's PAN and TAN, so you do not file separate applications.

Step 6: Incorporation

If the ROC is satisfied, it issues the Certificate of Incorporation with the LLPIN, and the LLP's PAN and TAN follow. If not, the form is marked for resubmission with the defects listed. Fix exactly what the ROC asks for, within the time given, rather than starting again.

Your LLP exists from the date on the certificate. The 30-day clock for Form 3 starts on the same day.

Step 7: Execute the LLP agreement and file Form 3 within 30 days

The LLP agreement governs everything the Act leaves to the partners. It should cover:

• contribution of each partner and how further contributions are called;
• profit-sharing ratio, and interest and remuneration to partners;
• rights and duties of partners and designated partners, and decisions that need unanimity;
• admission, retirement, cessation and expulsion of partners, and what an outgoing partner is paid;
• restrictions on transfer of a partner's interest;
• dispute resolution — an arbitration clause;
• winding up.

Execute it on stamp paper of the value the state of the registered office prescribes for LLP agreements, and file it with the ROC in Form 3 within 30 days of incorporation.

If you do not, the First Schedule to the LLP Act applies by default. Among other things, it gives every partner an equal share of profits and capital whatever the partners intended, and Form 3 becomes a late filing that collects an additional fee for every day of delay.

Step 8: After incorporation

• Open the current account and have the partners actually pay in their contribution. The contribution in FiLLiP is a commitment, and the accounts must show it was brought in.
• GST registration where your turnover or business requires it — see our GST registration guide — and Udyam for MSME benefits.
• Form 4 for any change in partners or designated partners — admission, cessation, or a change in designation — within 30 days of the change, together with a Form 3 amending the agreement where the agreement changes.
• The annual cycle, which runs whether or not the LLP has done any business:

Accounts must be audited where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh in a financial year. Below both limits, audit is not compulsory under the LLP Rules, though a tax audit may still be required under the Income Tax Act.

Timeline at a glance

What if it goes wrong?

• Both names rejected in RUN-LLP. Use your single resubmission on genuinely distinctive names, not a spelling variant of the rejected one. If that fails too, file a fresh RUN-LLP with a fresh fee.
• The 90-day reservation lapses before FiLLiP is filed. The name goes back into the pool. File RUN-LLP again. This usually happens when a foreign partner's apostilled documents are delayed, so start those first.
• FiLLiP is marked for resubmission. Read the defects and correct exactly those. Most of them are an address proof older than two months, a mismatch between the address on the proof and the form, or an unsigned NOC.
• Form 3 is filed late or not at all. File it now with the additional fee. The fee runs daily, so every week of delay costs more, and until it is filed the default First Schedule terms, not your agreement, govern the partners.
• Form 8 or Form 11 is missed. The same daily additional fee applies, and repeated non-filing makes the LLP and its designated partners liable to penalties and can lead the ROC to treat it as defunct. Catch up oldest first.
• A designated partner's DIN is deactivated for missed KYC. File DIR-3 KYC with the late fee. Until the DIN is active, that partner cannot sign MCA forms.
• You now need investors. An LLP can convert into a company under the Companies Act. It takes approvals and filings and should be planned months ahead — the earlier you see the round coming, the better.