Step-by-step LLP registration guide: meaning, eligibility, FiLLiP filing, LLP Agreement, costs, timelines and post-incorporation compliance — everything you need in 2025.
A Limited Liability Partnership (LLP) is the most popular hybrid business structure in India for professional service firms, consultancies, agencies and bootstrapped founders. It blends the operational flexibility of a partnership with the limited liability and separate legal identity of a private limited company — without the heavier compliance load. This guide walks you through every step of LLP registration in India in 2025: eligibility, documents, FiLLiP filing, LLP Agreement drafting, costs, timelines and post-incorporation obligations.
A Limited Liability Partnership is a body corporate registered under the Limited Liability Partnership Act, 2008. It has perpetual succession, can own property in its own name, sue and be sued, and is taxed as a separate legal entity. Unlike a traditional partnership firm, partners are not personally liable for the LLP's debts beyond their agreed contribution — and unlike a Pvt Ltd, partners self-govern through a customisable LLP Agreement instead of board resolutions, AGMs and statutory registers.
| Feature | Details |
|---|---|
| Governing law | LLP Act, 2008 |
| Min. partners | 2 (no upper limit) |
| Min. designated partners | 2 (at least 1 Indian resident) |
| Min. capital contribution | No minimum — ₹1,000 typical |
| Liability | Limited to agreed contribution |
| Legal identity | Separate body corporate |
| Audit | Only if turnover > ₹40L or contribution > ₹25L |
| Tax rate | 30% + 4% cess (flat); AMT @ 18.5% if applicable |
| Annual ROC forms | Form 11 + Form 8 only |
Any individual aged 18 or above with a valid PAN can be a partner — including foreign nationals, NRIs and body corporates. The Act requires a minimum of 2 partners and at least 2 designated partners (at least one of whom must be an Indian resident, meaning 120+ days of stay in the previous financial year). There is no maximum cap on the number of partners.
Every designated partner needs a Class-3 Digital Signature Certificate (DSC) for signing MCA e-forms, and a Designated Partner Identification Number (DPIN) — both can be applied for through the FiLLiP form itself. DSC is typically issued within 24 hours via Aadhaar-based video KYC.
File the RUN-LLP form on the MCA portal proposing up to 2 names in order of preference. The MCA reviews for uniqueness against existing LLPs, companies and registered trademarks. Names that are too generic, misleading, or identical to an existing brand are rejected. Reserved names are valid for 90 days.
FiLLiP (Form for incorporation of LLP) is the master incorporation form. It captures partner details, capital contribution, registered office address, business activity and the subscriber sheet. Supporting documents — KYC, address proof, NOC and the subscriber sheet — are attached. Government fees depend on the total contribution slab.
Once approved, the MCA issues a Certificate of Incorporation containing the LLPIN, date of incorporation and PAN / TAN. The LLP is officially born from this date and can open a bank account, raise invoices and sign contracts in its own name.
Within 30 days of incorporation, the partners must execute and file the LLP Agreement via Form 3. This agreement governs profit sharing, capital contribution, partner rights, decision-making, exit, dispute resolution and dissolution. Missing the 30-day window attracts a penalty of ₹100/day with no cap.
| Component | Cost (₹) |
|---|---|
| DSC for 2 designated partners | ₹1,200 – ₹2,000 |
| RUN-LLP name reservation | ₹200 |
| FiLLiP government fee (contribution ≤ ₹1L) | ₹500 |
| LLP Agreement stamp duty (state-wise) | ₹500 – ₹5,000 |
| Form 3 filing fee | ₹50 – ₹150 |
| Professional fee (Taxpex) | ₹5,999 (flat) |
Government fees scale with capital contribution. For ₹1L–₹5L contribution, FiLLiP fee is ₹2,000; for ₹5L–₹10L it's ₹4,000; above ₹10L it's ₹5,000. Stamp duty on the LLP Agreement also varies by state and contribution.
End-to-end, expect 10–12 working days for incorporation and another 7–14 days for the LLP Agreement to be filed and acknowledged.
Failing to file Form 8 or Form 11 attracts a penalty of ₹100 per day per form with no cap. Continuous non-filing for 3+ years can lead to the LLP being declared defunct.
| Parameter | LLP | Pvt Ltd | Partnership | Proprietorship |
|---|---|---|---|---|
| Legal identity | Separate | Separate | Not separate | Same as owner |
| Liability | Limited | Limited | Unlimited | Unlimited |
| Min. owners | 2 | 2 | 2 | 1 |
| Compliance | Low | Moderate–High | Very Low | Very Low |
| VC funding | Rare | Highly preferred | Not allowed | Not allowed |
| Tax rate | 30% | 22%–25% | 30% | Slab |
Yes. The entire process — from DSC to Certificate of Incorporation to Form 3 filing — is 100% online on the MCA portal. No physical office visits are required.
No — GST is required only when turnover crosses the threshold (₹40L for goods, ₹20L for services) or for inter-state supply, e-commerce or exports. Most LLPs opt in voluntarily for credibility and to claim input tax credit.
Yes, under Section 366 of the Companies Act, 2013, an LLP can be converted into a Pvt Ltd via Form URC-1 + SPICe+. This is a popular path for LLPs preparing to raise external funding.
No — there is no statutory requirement for annual meetings or minutes. Partners self-govern through the LLP Agreement, which can specify any decision-making cadence the partners prefer.
LLPs are taxed at a flat 30% + 4% health & education cess on profits. There is no concessional 22% rate (Section 115BAA) available to LLPs — that benefit is restricted to companies.
Senior contributor at Taxpex Consultancy. Reviewed by a practising Chartered Accountant. Published on 1 June 2026 · Updated on 1 June 2026.
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Currently 7.1% p.a., set quarterly by the Government of India.
via PPF CalculatorYes if you complete 5 years of continuous service. Earlier withdrawal is taxable and may attract TDS.
via EPF CalculatorThe new regime is the default. You must actively opt for the old regime while filing.
via Income Tax Calculator FY 2025-2610–15× annual income is a rough guide, but the Human Life Value method (used here) is far more accurate.
via Life Insurance Calculator