LLP Annual Compliance: Form 8, Form 11 and What Being Late Costs

Quick answer

An LLP files two MCA forms every year: Form 11, the annual return, within 60 days of the financial year end — 30 May for a 31 March year end — and Form 8, the Statement of Account & Solvency, by 30 October. Both are due even in a year with no activity.

Filing late costs two separate things. MCA's additional filing fee is a multiple of the normal fee, banded by how late you are. The statutory penalty under sections 34(5) and 35(2) is ₹100 per day, and it is capped at ₹1,00,000 for the LLP and ₹50,000 for the designated partners.

Who this is for

You are a designated partner of an LLP, or you advise one, and you want the two dates, the two charges and the audit threshold stated accurately. It is written for the person who signs the forms.

It does not cover companies, which file AOC-4 and MGT-7 on a completely different clock with a completely different late-fee mechanism — the ROC annual filing checklist covers those. It does not cover LLP incorporation, which is in the LLP registration process guide. And it stops short of income tax, which runs on its own calendar.

The claim this article exists to correct

Search for what an LLP pays for filing late and you will be told, almost universally, that it is ₹100 per day per form with no cap.

That sentence contains two errors, and correcting only one of them makes the answer worse rather than better.

First error: ₹100 a day is not the filing fee, and has not been since 1 April 2022. On 11 February 2022 MCA notified G.S.R. 109(E), the LLP (Amendment) Rules, which substituted Annexure A to the LLP Rules, 2009 with effect from 1 April 2022. The substituted Annexure replaced the flat per-day additional fee with a slab multiplier of the normal filing fee, differentiated between small LLPs and other LLPs. The ₹100-a-day filing rate belongs to a regime that ended more than four years ago.

Second error: there is no cap. There is, but it attaches to a different charge. Sections 34(5) and 35(2) of the LLP Act, 2008 do impose ₹100 per day — as a statutory penalty, not a filing fee — and both cap it at ₹1,00,000 for the LLP and ₹50,000 for the designated partners.

So the common formulation manages to name the wrong charge and then remove the limit from the right one. The accurate position is that an LLP filing late owes two things, computed two different ways.

The two filings

Form 11 — annual return

Section 35(1) of the LLP Act requires every LLP to file an annual return, duly authenticated, with the Registrar within sixty days of closure of its financial year. For the standard 31 March year end that is 30 May.

MCA's Form 11 instruction kit states the same as fee logic: event date is the financial year end, time limit 60 days.

Form 11 carries the LLP's own particulars — LLPIN, registered office, details of the partners and designated partners, changes during the year, contribution details, and particulars of penalties or compounding offences if any.

Form 8 — Statement of Account & Solvency

Form 8 arrives in two statutory steps, which is why its date is not simply sixty days after something.

Section 34(2) requires the LLP to prepare a Statement of Account and Solvency within six months from the end of each financial year — so, 30 September for a 31 March year end. Section 34(3) then requires it to be filed within the prescribed time, and rule 24 of the LLP Rules allows 30 days from that point. MCA's Form 8 kit renders this as event date 30 September plus 30 days, giving 30 October.

Form 8 carries a statement of solvency signed by the designated partners, together with the statement of accounts — income and expenditure and a statement of assets and liabilities.

Does Form 8 need an auditor?

This is where a real number exists and is usually omitted. MCA's Form 8 instruction kit states it directly: the webform must be certified by the auditor of the LLP where

• total turnover exceeds ₹40 lakh, or
• a partner's obligation of contribution exceeds ₹25 lakh.

Below both thresholds, a designated partner certifies it and no statutory audit is required. Above either, an auditor is needed — which means the audit has to be planned months before the October filing date, not discovered in October.

The rest of the annual cycle

Two further obligations complete the year, and neither is on Form 8 or Form 11:

• DIR-3 KYC for every designated partner holding a DIN. Under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014, every individual allotted a DIN as at 31 March of a financial year whose status is 'Approved' must submit KYC by 30 September of the immediately next financial year. On time it is free; after the due date the DIN is marked "Deactivated due to non-filing of DIR-3 KYC" and reactivation costs ₹5,000. Reactivation is not automatic — the form has to be filed. See our DIR-3 KYC service.
• The income tax return, on its own separate calendar.

Here is the year in one place:

Charge one: MCA's additional filing fee

This is what you pay to file a form that is late. It is a multiple of the normal fee, and the normal fee itself runs by the LLP's contribution:

The multiplier then depends on how late you are, and on whether the LLP is a small LLP as defined in section 2(1)(ta) of the LLP Act. From the substituted Annexure A:

Small LLP status is worth exactly half the charge at every band beyond the first, which is a larger practical difference than most partners realise.

Beyond 360 days — stated honestly, because MCA's own documents disagree. The Gazette text of G.S.R. 109(E) sets the beyond-360-day band at 25x for a small LLP and 50x for other LLPs, but carves out Form 8 and Form 11 specifically, for which it is 15x plus ₹10 per day (small) and 30x plus ₹20 per day (other) for every day beyond 360. MCA's Form 11 instruction kit states a flat 25x/50x and omits the carve-out; MCA's Form 8 instruction kit states the carve-out and matches the Gazette. The Gazette governs, and its carve-out is expressly for Form 8 and Form 11 — the two forms this article is about. Where a beyond-360-day figure actually matters to a decision, price it on MCA's own fee calculator before you rely on any published number, including this one.

Note what this mechanism means directionally: because the multiplier applies to a fee that runs by contribution, the same delay costs a large LLP more than a small one — twice over, through the higher base fee and the higher multiplier.

Charge two: the statutory penalty

This is separate, it is not paid to file anything, and it is adjudicated.

Section 35(2) — for the annual return:

such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for designated partners.

Section 34(5) is in materially identical terms for the Statement of Account & Solvency, with the cap expressed as ₹50,000 for every designated partner.

Both were substituted by the LLP (Amendment) Act, 2021 with effect from 1 April 2022 — the same date the fee regime changed, which is part of why the two get conflated.

So: ₹100 per day, capped at ₹1,00,000 for the LLP and ₹50,000 for the designated partners. The cap is real and it matters, because it means the penalty stops growing while the additional fee does not.

There is a third provision worth knowing about. Section 34(6) makes failure to maintain books, prepare the Statement of Account and Solvency, or have the accounts audited where required a fine of ₹25,000 to ₹5,00,000 on the LLP and ₹10,000 to ₹1,00,000 on every designated partner. That is a different and heavier exposure than late filing, and it attaches to not doing the underlying work at all rather than to doing it late.

A worked example

Assumptions stated, because the numbers move with them: a small LLP, 31 March 2026 financial year end, contribution of ₹3,00,000 — which puts the normal filing fee at ₹100 per document — and no audit requirement, since turnover is under ₹40 lakh and no partner's contribution obligation exceeds ₹25 lakh.

Form 11 was due 30 May 2026. Suppose it is filed on 14 July 2026.

• Delay: 45 days.
• That falls in the "more than 30 days and up to 60 days" band → 4x for a small LLP.
• Additional filing fee: 4 × ₹100 = ₹400 (against ₹100 if it had been on time).
• Separately, section 35(2): ₹100 × 45 days = ₹4,500, well under the ₹1,00,000 cap.
• Total exposure: ₹400 in fee, plus ₹4,500 in penalty.

Two observations from that arithmetic. First, the penalty is ten times the fee at this size — so an LLP that worries only about the MCA fee is watching the smaller number. Second, if this had been an other-than-small LLP, the multiplier would have been 8x and the fee ₹800, while the penalty would be unchanged at ₹4,500, because the penalty is per day and takes no notice of size.

Now suppose the same Form 11 is left until 20 May 2027 — 355 days late. The multiplier reaches 15x, so the fee is ₹1,500. The penalty is ₹100 × 355 = ₹35,500, still under the cap. Push it past 360 days and the fee mechanism changes again under the disputed band above, while the penalty carries on to its ₹1,00,000 ceiling and then stops.

The shape of the exposure is therefore: the penalty dominates early and then plateaus; the fee starts small and keeps climbing. Neither alone describes what being late costs.

Common mistakes

• Assuming an LLP has no compliance. It has less than a company, not none, and the two forms are due regardless of turnover or activity.
• Quoting ₹100 a day as the filing fee. It is the penalty, not the fee, and the fee has been a slab multiple since 1 April 2022.
• Saying "no cap". The penalty is capped at ₹1,00,000 and ₹50,000. The additional fee is what has no ceiling.
• Treating Form 8's date as sixty days after something. It is six months to prepare plus thirty days to file — two steps, two provisions.
• Discovering the audit requirement in October. The ₹40 lakh turnover and ₹25 lakh contribution tests decide it, and an audit cannot be arranged in the last week.
• Forgetting designated-partner DIR-3 KYC. It is free on time and ₹5,000 late, with the DIN deactivated in the meantime — which blocks signing anything.
• Leaving a dead LLP unfiled instead of closing it. Both charges keep accruing on an LLP that does nothing, and pending Form 8 and Form 11 filings must be regularised before a Form 24 strike off can proceed. If the LLP is genuinely finished, closing it is cheaper than maintaining it — see LLP closure and our exit decision guide.

One trap that is not about filing at all

Worth stating because it is routinely conflated with the company rule. Section 7 of the LLP Act requires at least one designated partner to be resident in India, and the Explanation — as substituted by the LLP (Amendment) Act, 2021 with effect from 1 April 2022 — defines that as a person who has stayed in India for not less than 120 days during the financial year.

A company director under section 149(3) of the Companies Act needs 182 days. Different statutes, different tests, different numbers, and the 120-day figure is itself a change from the older 182-day formulation. If your LLP relies on a partner who travels, check the right test.

The short version

Two forms, two dates: Form 11 by 30 May, Form 8 by 30 October. Audit certification on Form 8 once turnover passes ₹40 lakh or a partner's contribution obligation passes ₹25 lakh. Designated-partner KYC by 30 September.

Late, and you owe two things: a filing fee multiplied by a delay band, lighter if you are a small LLP; and a penalty of ₹100 a day, capped at ₹1,00,000 for the LLP and ₹50,000 for the designated partners. Anyone who gives you a single number for "the LLP late fee" is describing a regime that ended in April 2022.

If you would rather not track it, our LLP compliance service runs the calendar, prepares the accounts, handles the KYC and files both forms.

Sources and currency

Applies to: Financial year 2025-26 filings. India — LLP Act, 2008 and the LLP Rules, 2009, with Annexure A as substituted with effect from 1 April 2022.

Sections 34 and 35 of the LLP Act were read from the consolidated bare Act on India Code, and the fee position from G.S.R. 109(E) dated 11 February 2022 together with MCA's Form 8 and Form 11 instruction kits. Sources checked on 2026-08-20. MCA fees and due dates change by notification; confirm the current position before you file.

• LLP Act, 2008 — consolidated bare Act (India Code): s.34 Statement of Account & Solvency, s.35 annual return, s.7 designated partners, s.2(1)(ta) small LLP
• G.S.R. 109(E) dated 11 February 2022 — LLP (Amendment) Rules substituting Annexure A with the additional-fee slab multipliers, effective 1 April 2022
• MCA instruction kit — LLP Form No. 8 (event date 30 September, 30-day limit, auditor certification thresholds)
• MCA instruction kit — LLP Form No. 11 (event date financial year end, 60-day limit)
• MCA FAQ — DIR-3 KYC (rule 12A, 30 September due date, ₹5,000 reactivation fee)