LLP Registration Process in India: A Step-by-Step Guide

A Limited Liability Partnership gives you the protection of a company with far lighter compliance. For services firms, professionals and bootstrapped partners, it's often the smartest structure.

Quick answer

LLP registration takes roughly 10–15 working days and runs through the MCA's FiLLiP form. The steps: obtain DSC and DPIN for the designated partners, reserve the name, file FiLLiP for incorporation, receive the Certificate of Incorporation and LLPIN, and then file the LLP agreement (Form 3) within 30 days.

Who this is for

You are two or more people starting a business together and you have narrowed the structure down to an LLP, or you want to check that an LLP is the right call before committing. It is written for the partner who will sign the forms.

If you are still deciding between structures, the private limited company vs LLP comparison sets them side by side — the short version is that an LLP is excellent for services and professional practices and poor for anything that will raise equity or issue ESOPs.

Step-by-step process

1. DSC & DPIN — digital signatures and Designated Partner Identification Numbers.
2. Name reservation — via RUN-LLP / FiLLiP Part A, checked against existing names and trademarks.
3. Incorporation (FiLLiP) — partner and office details filed together.
4. Certificate & PAN/TAN — the MCA issues the COI and LLPIN; PAN and TAN follow.
5. LLP agreement (Form 3) — the all-important document defining capital, roles and profit share, filed within 30 days with state stamp duty.

What sits behind each step

DSC and DPIN. Every designated partner needs a Digital Signature Certificate to sign the forms. A DSC is priced commercially by a licensed Certifying Authority — there is no statutory rate, which is why we do not quote a figure for it and you should be sceptical of anyone presenting one as a government fee. A DPIN (the LLP equivalent of a DIN) can be applied for within FiLLiP itself for up to two designated partners; a standalone application under rule 10(5) costs ₹100.

Name reservation. This runs through RUN-LLP, or as part of FiLLiP. A separate name reservation under section 16 costs ₹200. RUN-LLP and FiLLiP replaced the older LLP Forms 1 and 2 under the LLP (Second Amendment) Rules, 2018, notified on 18 September 2018 and effective from 2 October 2018 — so any guide still referring to Form 1 or Form 2 is describing a process that ended years ago.

Incorporation (FiLLiP). Filed under section 11 of the LLP Act read with rules 8, 10, 11 and 18 of the LLP Rules, 2009. It carries the partner details, the registered office and its proof, and the capital contribution. It is processed in non-STP mode — a person at the Registry reviews it — which is why defects usually come back as a resubmission rather than an outright rejection.

Certificate and LLPIN. On approval the Registrar issues the Certificate of Incorporation and the LLPIN, with PAN and TAN following.

Form 3. Covered in its own section below, because it is the step people miss.

The government fees, by contribution

An LLP's fees scale with capital contribution, not with authorised capital as a company's do. From Annexure A to the LLP Rules, 2009:

A note on precision: MCA's Details of Fee ends the incorporation schedule at "exceeds ₹10 lakh → ₹5,000", while the FiLLiP instruction kit carries the same rows and then adds the ₹10,000 and ₹25,000 bands without re-capping the fourth row. Read together, the only coherent reading is that the ₹5,000 band runs up to ₹25,00,000, which is how it is shown above. The first three bands are unambiguous on either document.

Other LLP fees worth knowing:

Stamp duty on the LLP agreement is deliberately absent from these tables, and that is honest rather than an omission. MCA's consolidated stamp-duty table covers company memoranda and articles only; there is no MCA table for the LLP agreement. The amount comes from your State's Stamp Act and must be confirmed there. We would rather tell you that than publish a number we cannot stand behind. The company registration cost page sets out the same distinction for companies.

Who can be a partner — and the residence test people get wrong

An LLP needs a minimum of two partners, with no upper limit. At least two must be designated partners, and at least one designated partner must be resident in India.

That last requirement carries a number that is very commonly stated wrongly. The Explanation to section 7 of the LLP Act, as substituted by the LLP (Amendment) Act, 2021 with effect from 1 April 2022, defines resident in India as:

a person who has stayed in India for a period of not less than one hundred and twenty days during the financial year

Two traps in one sentence. First, it is 120 days, reduced from the previous 182-day formulation — so pre-2022 guidance is wrong. Second, and more often confused: a company director under section 149(3) of the Companies Act needs 182 days in the financial year. Different statutes, different tests, different numbers. If your structure depends on a partner who travels, check the right one.

A foreigner can be a partner, subject to the FDI conditions for the relevant sector, with passport-based identity proof — but the resident designated partner requirement still has to be satisfied by someone.

Don't skip the LLP agreement

The LLP agreement is the heart of the LLP. Filing it late (after 30 days) attracts penalties, and a vague agreement causes partner disputes later. Get it drafted properly.

The deadline, and what it actually costs to miss

The 30 days come from section 23(2) of the LLP Act read with rule 21(1) of the LLP Rules — the agreement, and any later change to it, must be filed in Form 3 within 30 days.

Because Form 3 is a document filing, missing the date does not trigger a special penalty; it triggers the ordinary additional filing fee, which is a multiple of the normal fee banded by delay. That is worth pausing on, because it turns a trivial fee into a real one. A ₹50 or ₹100 form that is 90 days late is charged at 6× for a small LLP and 12× for other LLPs. The form is cheap; the delay is not.

What the agreement should actually settle

The Act supplies default provisions where the agreement is silent, and those defaults are rarely what partners would have chosen. At minimum, the agreement should be explicit about:

• Capital contribution by each partner, and what happens if someone does not bring theirs in.
• Profit-sharing ratio — which need not follow contribution, and often should not where one partner brings capital and another brings time.
• Roles, authority and decision-making — what one partner can commit the LLP to alone, and what needs consent.
• Admission of new partners, and on what terms.
• Exit: retirement, expulsion, death, and how a departing partner's interest is valued and paid out.
• Dispute resolution.

A vague agreement is the single most common source of LLP partner disputes, and the cost of drafting it properly is trivial against the cost of arguing about it later.

Compliance after registration

An LLP files just two annual forms — Form 11 (annual return) and Form 8 (statement of accounts & solvency) — plus its income tax return. Audit applies only above turnover/contribution thresholds.

The dates, and the thresholds

Both annual forms are due even in a year with no business activity. An inactive LLP that stops filing does not save money; it accrues charges.

The audit threshold, which the original guidance above left unquantified, comes from MCA's own Form 8 instruction kit: the form must be certified by the LLP's auditor once turnover exceeds ₹40 lakh or a partner's obligation of contribution exceeds ₹25 lakh. Below both, a designated partner certifies it. Plan for this well before October, because an audit cannot be arranged in the final week.

What being late actually costs

Two separate charges, and an LLP can owe both. This is worth stating precisely because it is very widely got wrong.

MCA's additional filing fee is a multiple of the normal fee, banded by delay and lighter for a small LLP as defined in section 2(1)(ta): 1× up to 15 days, then 2×/4×, 4×/8×, 6×/12×, 10×/20× and 15×/30× (small / other) across the bands up to 360 days.

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.

Anything telling you the LLP late fee is "₹100 a day with no cap" is wrong twice over: ₹100 a day has not been the filing rate since Annexure A was substituted with effect from 1 April 2022, and the penalty that does run at ₹100 a day is capped. The LLP annual compliance guide works through the arithmetic with a worked example.

Common mistakes

• Missing the 30-day LLP-agreement filing deadline
• Choosing a name that conflicts with an existing entity or trademark
• Weak registered-office proof
• Assuming an LLP has zero compliance

And four more that come out of MCA's own processing:

• Assuming the 182-day residence test applies. For an LLP designated partner it is 120 days in the financial year.
• Treating the LLP agreement as a formality. It overrides the Act's defaults, and the defaults are rarely what you want.
• Not planning for the audit threshold. ₹40 lakh turnover or ₹25 lakh contribution obligation, and the certification requirement arrives with the Form 8.
• Choosing an LLP when you intend to raise equity. An LLP cannot issue shares or ESOPs, and converting later is a separate process with its own cost.

What sends a FiLLiP back

FiLLiP is processed in non-STP mode, so most defects return as a resubmission rather than a rejection. The recurring causes, in rough order of frequency:

• Registered-office proof that does not match the address entered, or proof that is not in the name of the actual owner.
• NOC, lease deed or rent agreement missing, or not given by the owner.
• A utility bill in a vernacular language with no English translation, or an incomplete address on the bill itself.
• A private authority's bill attached without a sale or lease deed.
• Identity or address proof missing for a proposed designated partner who has no DIN or DPIN yet.
• Signatures pasted into an attachment rather than actually signed. MCA treats this as a fraud question, not a formatting one.

Recovery. Fix the specific item flagged, then regenerate every linked form afresh — the system rejects previously downloaded PDFs — and re-upload inside the window the Registry gives you. If a reserved name has to be re-applied for, withdraw the existing reservation first; re-applying for a name that is still reserved and unexpired gets treated as undesirable. Our guide to why MCA rejects names covers the naming side in detail.

A realistic timeline and budget

For a two-partner LLP with a ₹1,00,000 contribution, no complications:

The government side of an LLP incorporation at small contribution is genuinely inexpensive — the fees above total under ₹1,000 before stamp duty and DSC. The costs that matter are the DSC, the State stamp duty on the agreement, and the professional fee for drafting an agreement that will not cause a dispute in three years.

The bottom line

An LLP is simple, but the agreement and the two annual forms are non-negotiable. Get them right and it's a low-maintenance structure.

Three things decide whether it stays low-maintenance: a Form 3 agreement filed inside 30 days and drafted to settle the things partners actually argue about; Form 11 by 30 May and Form 8 by 30 October, every year, active or not; and a designated partner who genuinely meets the 120-day residence test. Everything else is straightforward.

Our LLP registration service handles the incorporation and the agreement, and LLP compliance keeps the annual cycle running afterwards.

Sources and currency

Applies to: India — LLP Act, 2008 and the LLP Rules, 2009, with Annexure A as substituted with effect from 1 April 2022. Position as at 20 August 2026.

Fee slabs are from Annexure A to the LLP Rules, 2009 as published by MCA, and the statutory deadlines from the consolidated LLP Act on India Code. Sources checked on 2026-08-20. Stamp duty on the LLP agreement is State law and MCA publishes no consolidated table for it, so no figure is stated here. Confirm the current position on the MCA portal before you file.

• LLP Act, 2008 — consolidated bare Act (India Code): s.7 designated partners and the 120-day residence test, s.11 incorporation, s.23 LLP agreement, s.34 and s.35 annual filings and penalties
• MCA — Details of Fee (LLP): FiLLiP by contribution, document filing fee, name reservation and DPIN
• MCA — Instruction Kit for Form FiLLiP
• MCA — Instruction Kit for LLP Form No. 3 (agreement, 30 days)
• MCA — Instruction Kit for webform LLP Form No. 8 (auditor certification thresholds)
• G.S.R. 109(E) dated 11 February 2022 — LLP (Amendment) Rules substituting Annexure A with the additional-fee slab multipliers