Quick answer
LLP registration is cheaper both to start (from ₹5,999 with Taxpex) and to maintain. Private limited registration starts at ₹6,999 and carries higher annual compliance, but it is the only structure institutional investors will fund.
Setup cost — side by side
| Item | Private Limited | LLP |
|---|
| Taxpex professional fee | From ₹6,999 | From ₹5,999 |
| MCA form filing | SPICe+ (INC-32) | FiLLiP |
| Name reservation | Included in SPICe+ (or RUN ₹1,000) | Included in FiLLiP (or RUN-LLP ₹200) |
| DSC | ₹1,200–₹2,000 per director | ₹1,200–₹2,000 per partner |
| Stamp duty on MOA/AOA or agreement | State-dependent | State-dependent, usually lower |
| PAN + TAN | Included with incorporation | Included with incorporation |
| Typical all-in first cost | ₹9,000–₹14,000 | ₹7,500–₹11,000 |
The headline difference at setup is small. The difference that actually matters shows up every year afterwards.
Annual compliance cost — where the gap opens
| Annual obligation | Private Limited | LLP |
|---|
| Annual return | MGT-7 / MGT-7A | Form 11 |
| Financial statements | AOC-4 | Form 8 |
| Statutory audit | Mandatory from day one | Only above ₹40 lakh turnover or ₹25 lakh capital |
| Board meetings | Minimum 4 per year, minuted | Not required |
| Director / partner KYC | DIR-3 KYC annually | DIR-3 KYC annually |
| Typical annual professional cost | ₹15,000–₹35,000 | ₹8,000–₹15,000 |
Watch out
LLP annual filings are due even for a dormant LLP with zero turnover, and the late fee is ₹100 per day per form with no upper cap for older filings. A forgotten LLP is an expensive LLP.
Tax treatment
- Private limited: 22% base rate under section 115BAA (new manufacturing units 15% under 115BAB), plus surcharge and cess. Dividends are taxed in shareholders' hands.
- LLP: 30% plus surcharge and cess, but profit distributed to partners is not taxed again. Partner remuneration and interest on capital are deductible within section 40(b) limits.
- For a profitable small firm that pulls out all its profit, the LLP structure often produces a lower effective tax outgo. For a business that retains profits and reinvests, the company route wins.
When the higher cost of a private limited is worth it
- 1You intend to raise angel or VC money — investors need equity shares, cap tables and ESOP pools.
- 2You want to issue ESOPs to employees.
- 3Your buyers are large corporates who prefer dealing with a company.
- 4You expect to onboard external shareholders without changing the underlying agreement.
When an LLP is the smarter spend
- 1Professional services firms — consultancy, design, agency, architecture.
- 2Family businesses where partners are stable and no outside capital is planned.
- 3Businesses under ₹40 lakh turnover where a statutory audit would be pure overhead.
- 4Any venture where limited liability matters but investor readiness does not.
Taxpex tip
Converting an LLP to a private limited later is possible but costs more than starting as a company. If a funding round is likely within 18 months, start as a private limited.
Five-year total cost of ownership
| Structure | Setup | Annual (x5) | 5-year total |
|---|
| Private limited | ₹11,000 | ₹25,000 | ₹1,36,000 |
| LLP | ₹9,000 | ₹12,000 | ₹69,000 |
These are typical mid-range figures for a small business in a metro. Actual stamp duty and audit fees vary by state and turnover.