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What is an LLP and How to register an LLP in India?
A Limited Liability Partnership (LLP) is a form of business that offers the combined features of ‘Partnership’ and ‘Limited Company’ business structures. This business form was introduced in India in April 2009 with the enactment of the Limited Liability Partnership Act, 2008. In an LLP, a partner is not responsible or liable for another partner's misconduct or negligence. Instead, all partners have limited liability, limited to their own acts of commission or omission, similar to shareholders’ liabilities in a limited company. However, unlike the shareholders in a company, LLP partners have the right to manage the business directly. An LLP also limits the personal liability of a partner for the errors, omissions, incompetence, or negligence of the LLP's employees or other agents. The management of the day-to-day business is outlined in the LLP Agreement, providing partners with the freedom to regulate the affairs of the business. LLP registration is administered by the Ministry of Corporate Affairs (MCA) through the Office of the Registrar of Companies. The incorporation process is fully electronic, similar to the company registration process, i.e. applications and documents are filed electronically and the Registrar issues a digitally signed Certificate of Incorporation (COI).
Why register a Limited Liability Partnership?
Registering an LLP offers many benefits with the main benefit being the limited liability of partners. The members of the firm are only liable for a small amount of debt incurred by it. This is entirely different from proprietorship and partnership where the personal assets of directors and partners are not protected if the business becomes bankrupt. Registering an LLP in India offers the following benefits-
LLP is a separate legal entity from the partners. Each partner can sue the other in case a situation arises. It has an uninterrupted existence that follows perpetual succession, i.e., the partners might leave, but the business remains. A term of dissolution has to be mutually agreed on for the firm to dissolve.
Transferring the ownership of LLP is also simple. A person can quickly be inducted in as a designated partner and the ownership switches to them.
LLPs having a capital amount less than 25 lakhs and turnover below 40 lakhs per year do not require any Statutory audit unlike a Private Limited Company, where it is mandatory . It makes registering as LLP beneficial for small businesses and startups.
A Limited Liability Partnership has partners, who own and manage the business. This is different from a private limited company, whose directors may be different from shareholders. For this reason, VCs do not invest in the LLP structure.
An LLP can own or acquire property because it is recognized as a juristic person. Partners of LLP cannot claim the property as theirs.
BENEFITS OF INCORPORATING AN LLP
It is a separate legal entity from its partners.
Induction of partner is simple.
No requirement of audits for small business.
No distinction between owner and partner.
Procedure For LLP Registration
Complete LLC Form
You need to fill our simple LLP online questionnaire and submit all the relevant “LLP documents”.
Obtain DSC and DPIN for
After submitting your documents we will provide you with both “DSC and DPIN”
Verification and Approval
Details provided by you will be verified & then we shall apply for LLP name approval.
Your LLP is Ready
Once Your LLP is Incorporated we will send you LLP Certificate
Steps to Register an LLP in India
1. Obtain DSC and DIN of partners
The first step is to obtain the Digital Signature Certificatete of the desired partners of the Limited Liability Partnership. The reason for this is that all the forms need to be submitted online and require the directors' digital signatures. The law also requires that all directors file for a DIN number. The application has to be made in Form DIR- 3.
2. Application For Name Approval
This process involves registering the LLP. Before you do this, you would need to see if the name is already taken. You can check on the free search facility on the MCA portal. The registrar only approves LLP names that are not taken before. The approval of the name will be made by the Registrar only if the Central Government does not deem it undesirable. The name should also not hold any resemblance to any of the existing partnership firms, LLPs, trademarks, or body corporates.
3.Filing of LLP Incorporation Documents with MCA
LLP Registration filing consists of preparation and filing of E-Form FiLLip with MCA with required documents. All the documents executed and attested as per documentation requirements has to be attached to the E-Form FiLLip and has to be digitally signed with the Digital Signature Certificate (DSC) of all the proposed Partners and Designated Partners.
4. LLP Agreement
LLP agreement is very crucial in a limited liability partnership as it determines the mutual rights and duties amongst the partners, and between the LLP and the partners. The partners enter into the LLP agreement upon the LLP registration by filing form 3 online on the MCA portal. This procedure has to be done within 30 days of the date of incorporation.
5.Apply For PAN & TAN & Bank Account
As soon as you get the Incorporation Certificate, We will apply for your LLP PAN & TAN with the NSDL. It will take around One Day.
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What Documents will you need to register an LLP?
All the partners are required to provide their PAN at the time of registering LLP. PAN card acts as a primary ID proof.
Identity proof of director and
Address Proof of Partners
Partners should also provide their passport size photograph, preferably on white background.
Digital Signature Certificate
One of the designated partners needs to opt for a digital signature certificate since all documents and applications signed by the authorised signatory.
Partner can submit anyone document out of Voter’s ID, Passport, Driver’s license or Aadhar Card. .
Address Proof of Partners
Latest bank statement, telephone bill, mobile bill, electricity bill or gas bill should be submitted as a residence proof.
Residence Proof of Partners
Passport (in case of Foreign Nationals/ NRIs)
For becoming a partner in Indian LLP, foreign nationals and NRIs have to submit their passport compulsorily.
How can we help in Registering your LLP in India?
The LLP Registration process is completely online, so you don't even have to leave your home to get your entity registered. At Register Karo, we complete the LLP Registration online within 14 days.
Register Karo's Limited Liability Partnership Registration package includes:
DIN and DSC for two Partners
Registration fees and stamp duty
LLP PAN and TAN
What is the eligibility of designated partners/partners in an LLP?
Any individual, or even a company or an LLP, can become a partner. However, only an individual can become a ‘designated partner’ in an LLP.
I am an NRI. Can I form an LLP in India?
Yes, non-resident Indians and foreign nationals who are willing to enter into an LLP partnership can do so, provided they submit the necessary documents after getting it notarized by the concerned authorities. Although, at least one of the designated partners in an LLP should be the Indian national.
What is an LLP agreement?
An LLP agreement is one that is made between the partners and the LLP regarding the relationship between the individual partners in the LLP. An LLP agreement usually consists of management policies, admission of new partners, profit sharing ratio, remuneration to partners and so on.
What is the minimum number of partners required to start LLP?
According to the LLP Act, a minimum of two designated partners are required to start an LLP. The designated partners are responsible for fulfilling all the essential requirements involved in starting and running an LLP.
What kind of start-ups commonly register LLPs?
Typically, only start-ups that will not be looking for venture capital funding register LLPs. This is because venture capitalists only invest in private and public limited companies.
What is Digital Signature Certificate (DSC)?
What are the steps to incorporate LLP?
How can I apply for reserving LLP Name?
File LLP Form No. 1 (Application for reservation or change of name) by logging on to the LLP portal along with the fee prescribed and attaching the digital signature of the designated partner proposing to incorporate a LLP. Also, refer the LLP name availability guidelines prescribed under section-15 read with Rule-18 of LLP Rules, 2009.
What is a Registered Office?
Who is a partner of an LLP?
A partner in relation to an LLP means any person who becomes a partner in the liability partnership in accordance with the LLP agreement.
Who can become a partner of an LLP?
An individual (who is capable of entering in to an agreement) or a body corporate can become a partner in an LLP. A body corporate means an LLP registered under the LLP Act, limited company registered under the Companies Act, a registered legal entity in any country registered under relevant laws of that country. However, it does not include a society or a corporation sole.
Who is a Designated Partner?
What is Contribution?
Contribution means the amount contributed by each partner in the LLP as per the LLP agreement. The contribution is the liability of each partner and an LLP can recover the agreed contribution from the partner. A partner can contribute to the capital by cash, goods or services subject to applicable valuation.
Is Foreign Direct Investment (FDI) Permitted in LLP
Foreign Direct Investment (FDI) is permitted in LLPs under automatic route subject to the sectoral cap regulations. FDI in LLPs will not be allowed in sectors such as agricultural/plantation activity, print media or real estate business.
What is LLPIN?
How to form/incorporate an LLP?
The procedure for formation of an LLP is very similar to that of a Private Limited Company incorporation procedure. A minimum of two Partners are required to start the LLP formation procedure and a registered office location is required within India. It is important to remember that FDI in LLP is allowed only with the prior approval of the Reserve Bank of India (RBI). Therefore, it is recommended that NRIs and Foreign National promoters opt to incorporate a Private Limited Company, where 100% FDI is allowed under the automatic route.
What is the procedure for LLP registration in India?
When should I file my annual report with ROC of an LLP?
LLPs in India must file its Annual Return within 60 days from the end of close of financial year and Statement of Account & Solvency within 30 days from the end of six months of close of financial year. Unlike Companies, LLPs mandatorily have to maintain their financial year, as April 1st to March 31st. Therefore, LLP annual return is due on May 30th and the Statement of Account & Solvency is due on October 30th of each financial year. In addition to the MCA annual return, LLPs must also mandatorily file an income tax return every year.