LLP Registration in Kerala

A Limited Liability Partnership (LLP) is a business model that combines the advantages of a company with the flexibility of a partnership. It operates as an independent legal entity, which allows it to own assets, enter into contracts, and continue to exist independently of its partners.

As per the data from the Ministry of Corporate Affairs (MCA), India witnessed 23,776 new company registrations in April 2025. The total number of active LLPs reached 394,818, showing a 19.2% increase compared to April 2024.

Some key features of an LLP are:

• Limited Liability: Partners are responsible only for the amount they have contributed. Their personal assets remain safe from business debts or liabilities caused by other partners. This makes it more secure than traditional partnerships.
• Flexible Structure: Instead of rigid corporate rules, LLPs are managed through an internal LLP agreement. This allows partners to decide on profit sharing and decision-making.
• No Capital Barrier: An LLP can be set up with little to no initial capital. This makes it an attractive choice for startups and small businesses with limited resources.
• Continuous Existence: This business structure does not dissolve if a partner leaves, retires, or passes away. It continues to operate, ensuring business stability and client confidence.
• Tax Advantages: As profits are taxed only in the hands of partners, LLPs avoid double taxation. In some cases, they also get relief from dividend distribution tax.
• Cost-Effective Compliance: LLPs are easier and cheaper to maintain compared to private limited companies. This is due to their fewer statutory filings and reduced audit requirements (below certain turnover limits).
• Scalable Partnership: A minimum of two partners is required to start an LLP. However, there is no upper cap on the number of partners, making it suitable for expansion.
• Professional Appeal: LLPs are widely adopted by law firms, consulting agencies, and professional service providers. This provides them greater credibility in the market.
• Global Acceptance: Recognized in many countries, LLPs make it easier to enter international contracts and partnerships.
• Limited Government Involvement: Day-to-day functioning of LLPs is guided mainly by the LLP agreement. This significantly minimizes government intrusion in operations.

Kerala is known for its inclusive innovation and strong public value ethos. It offers an entrepreneurial climate that is ideal for launching an LLP. Registering as one in the state gives you legal protection, operational flexibility, and access to an ecosystem.

• Flourishing Business Environment

Kerala has emerged as one of India’s fastest-growing startup hubs. The state has over 6,200 startups, supported by 60+ incubators, 525+ mini-incubation centres. It also boasts more than 10 lakh sq. ft. of space for innovation. Between 2021 and 2023, Kerala’s startup ecosystem grew by 254%, reaching a value of Rs. 14,892 crore. As per the Economic Times in August 2025, about 3,500 startups are active, and the ecosystem is growing at nearly 20% every year. This underscores its reputation as an emerging startup-friendly state.

• Access to Tech Parks, Financial Districts, and Local Resources

Kerala offers entrepreneurs access to diverse technology parks, financial hubs, and support resources. The state is home to Technopark, Thiruvananthapuram, India’s first IT park, which hosts more than 450 companies and employs over 70,000 professionals. Similarly, Infopark Kochi supports more than 460 companies, contributing heavily to Kerala’s IT exports.

Financially, startups benefit from Kerala Startup Mission (KSUM), which manages Rs. 750 crore in funds and offers seed funding, grants, and global accelerator tie-ups. This unique mix of world-class tech parks, active financial support, and grassroots innovation makes Kerala one of the most resource-rich states for startups.

• State Government Initiatives

Due to its supportive state policies and funding programs, Kerala has emerged as one of India’s leading startup hubs. Some key initiatives include:

• Seed Funding via KSUM: Kerala Startup Mission (KSUM) gives up to Rs. 15 lakh as seed funding at a low 6% interest rate. Startups also get 12 months before starting repayments.
• Digital Science Park: India’s first Digital Science Park is being built in Thiruvananthapuram with ₹200 crore funding. Global firms like NVIDIA and ARM are partners. It is expected to be completed in 2026.
• Technology Transfer Scheme: It reimburses up to Rs. 10 lakh, or 90% of tech licensing fees paid to government research institutions for startups commercializing those technologies.
• KSUM Accelerator Program: A structured six-month accelerator supports around 40 startups, offering tailored mentorship and up to Rs. 80 lakh in initial funding, leading to a final Demo Day and further investment opportunities.

Registering an LLP in Kerala is a simple and structured process governed by the MCA under the LLP Act, 2008. To register smoothly, applicants must fulfill certain eligibility conditions, including:

• Minimum Partners: An LLP must have at least two partners, with no maximum limit.
• Designated Partner Requirements: Out of them, at least two must be Designated Partners (DPs) responsible for compliance, and one must be a resident of India. This means they should have stayed in India for 120 days or more (earlier 182 days) in the previous financial year.
• Individuals and Bodies Corporate: Both individuals and corporate entities (like companies or other LLPs) can become partners in an LLP.
• Digital Signature Certificate (DSC): Every designated partner must obtain a DSC to digitally sign e-forms during registration.
• Director Identification Number (DIN): All designated partners must have a valid DIN (Director Identification Number) or DPIN (Designated Partner Identification Number) issued by the MCA.
• Unique Name Requirement: An LLP name must be unique and not identical to an existing company or a registered trademark. Applicants must apply through RUN-LLP (Reserve Unique Name) on the MCA portal. You can use our free company name availability tool to choose the perfect name for your venture.
• LLP Agreement: Partners must draft and file an LLP Agreement within 30 days of incorporation, defining roles, profit sharing, and responsibilities.
• Compliance with FEMA (for Foreign Partners): Foreign nationals and entities can be partners in an LLP, but they must comply with FEMA (Foreign Exchange Management Act) Guidelines for investment.

Note: There is no minimum capital contribution required to form an LLP. Contributions can be made in cash, tangible or intangible assets, or other forms of benefits.

The LLP registration procedure is completely online and involves filing forms with the MCA. Here’s the step-by-step process:

Step 1: Get DSC for All Partners

• All designated partners must obtain a Digital Signature Certificate (DSC), which is required to digitally sign e-forms on the MCA portal.
• A Class 3 DSC is usually needed.
• DSC can be obtained from licensed certifying authorities like e-Mudhra, Sify, or NSDL.

Step 2: Apply for DIN/DPIN

Every designated partner must have a Designated Partner Identification Number (DPIN).

• You can apply for DPIN for up to two individuals directly while filing the FiLLiP form.
• Additional DINs for other partners can be obtained separately by filing Form DIR-3.

Step 3: Get Name Approval for Your LLP (RUN-LLP)

File the RUN-LLP (Reserve Unique Name – LLP) form with the Registrar of Companies (ROC).

• Propose two names at a time.
• Ensure the name does not resemble any existing company, LLP, or trademark.
• Resubmit the form once if the Registrar of Companies (ROC) rejects the names.

Step 4: File Consent of Partners in Form 9

Each designated partner must submit Form 9 as consent.

• Declare that you are not disqualified under the LLP Act.
• Attach Form 9 when you file the FiLLiP for incorporation.

Step 5: File for Incorporation of the LLP (FiLLiP Form)

File the FiLLiP (Form for Incorporation of Limited Liability Partnership) after securing name approval and partner consent.

• Use this integrated form to incorporate the LLP and allot DPINs for up to two partners.
• Attach proofs: registered office address, ID proof, and address proof of partners.
• Receive your Certificate of Incorporation with LLPIN once approved.

Step 6: Draft and File the LLP Agreement

• Draft an LLP Agreement that clearly defines the rights, duties, and responsibilities of partners.
• File the agreement with the ROC in Form 3 within 30 days of incorporation.
• Execute it on stamp paper as per Kerala’s Stamp Act.

Step 7: Receive the Certificate of Incorporation

• Once the ROC approves the FiLLiP form, it issues the Certificate of Incorporation.
• This certificate officially establishes your LLP as a legal entity.

Step 8: Apply for PAN and TAN of LLP

Apply for a PAN and a TAN.

• Use NSDL or UTIITSL to obtain these.
• Complete this step to ensure tax and compliance readiness.

Note: If you do not file the LLP Agreement within the allowed time, your firm will automatically follow the standard rules given under Schedule I of the LLP Act, 2008.

To complete the LLP registration process in Kerala, you need to submit the following documents:

From the Partners

• PAN Card and Aadhaar Card of each partner.
• Identity Proof: Voter ID, Passport, or Driving License.
• Address Proof: Bank statement, electricity bill, or mobile bill (not older than two months).
• Photograph: Recent passport-size photo with a clear white background.

For Foreign Nationals/NRIs (if applicable)

• Notarized/apostilled passport.
• Notarized/apostilled residence proof, such as a utility bill or bank statement from outside India.

Proof of Registered Office Address in Kerala

• Owned Property: Copy of the sale deed or property deed.
• Rented Property: Copy of the rent agreement or lease deed.
• Utility Bill: Electricity bill, gas bill, or telephone bill (not older than two months).
• NOC from Owner: If you register your LLP office in rented premises, the property owner must give a No Objection Certificate (NOC).

Note: All proofs must be in English. If any document is in Malayalam or another local language, you must submit a notarized translated copy along with the original.

The cost of LLP registration in Kerala depends on stamp duty, government charges, and professional fees. Below is a clear breakdown of the fees and penalties you should know before registering your LLP:

Penalties for LLPs in Kerala

Running an LLP in Kerala comes with legal responsibilities. If you miss deadlines, file incorrect documents, or ignore compliance rules, you face heavy fines and legal action. Below is a clear breakdown of penalties every LLP should know and avoid.

After registering your LLP in Kerala, you must actively meet annual and event-based compliances to stay compliant and avoid penalties. Below are the key requirements:

• File Annual Returns (Form 11): You must file Form 11 with the Registrar of Companies (ROC) every year within 60 days of the financial year-end (by May 30). This form shows details of all partners and their contributions.
• Submit Statement of Account and Solvency (Form 8): File Form 8 within 30 days from the end of six months after the close of the financial year (by October 30). This form declares your LLP’s financial position and solvency.
• File Income Tax Return (Form ITR 5): File the LLP’s income tax return every year in Form ITR 5. If your turnover crosses Rs. 40 lakh or capital contribution crosses Rs. 25 lakh, you must also get a tax audit.
• File LLP Agreement (Form 3): Submit the LLP Agreement to the ROC in Form 3 within 30 days of incorporation. If you delay, you pay heavy penalties.
• Comply With Event-Based Filings: File the correct forms when events occur, such as:
  • File Form 4 for a change in partners/designated partners.
  • File Form 15 for a change in registered office.
  • File Form 3 for an amendment to the LLP Agreement.
  • File Form 5 for the change of LLP name.
• Follow Local Compliances in Kerala:
  • Register for Professional Tax in Kerala and file returns with the state authorities.
  • Obtain GST registration if your turnover exceeds Rs. 40 lakh (Rs. 20 lakh for services) or if you do interstate supply.
  • Register your office under the Kerala Shops and Establishments Act, which is mandatory for all business premises.