LLP Registration in Kochi

A Limited Liability Partnership (LLP) is a modern business structure that combines the operational flexibility of a partnership with the legal safeguards of a company. It protects partners from personal liability, ensuring their personal assets are safe from business debts and obligations.

In India, LLPs are governed by the Limited Liability Partnership Act, 2008. An LLP is a separate legal entity, capable of owning assets, entering into contracts, and continuing operations despite changes in its partners. Many businesses in Kochi choose to register as LLPs because they offer low risk, easy access to funding, and flexible management options.

This combination of a favorable legal structure and Kochi’s growing economic significance makes the city an ideal destination for LLP registration. Kochi, the financial and commercial hub of Kerala, is a rapidly developing city, emerging as a preferred location for LLP registration, particularly for IT, tourism, and marine-related businesses.

Here are the key reasons why entrepreneurs prefer LLP registration in Kochi:

1. Strategic Location Advantage: Kochi is a major port city with a strong maritime infrastructure, complemented by excellent connectivity through its international airport and a growing metro rail network. This provides businesses with easy access to international and domestic markets.
2. Growing IT and Startup Ecosystem: Kochi is home to the Infopark and Startup Village, serving as the nucleus of Kerala’s IT and startup landscape. This vibrant ecosystem fosters innovation and technological ventures.
3. Skilled Workforce: The state has one of the highest literacy rates in India, offering a large pool of highly educated professionals, technical experts, and managerial talent.
4. Government and Startup Initiatives: The Kerala government, through the Kerala Startup Mission (KSUM), actively supports entrepreneurship. KSUM offers various grants, mentorship, and simplified compliance for LLPs registered as startups in Kerala.
5. Ease of Doing Business Reforms: Kerala's focus on streamlining government processes with digital interfaces enhances the ease of operating an LLP.
6. Limited Liability for Partners: Each partner’s liability is limited to their agreed contribution, ensuring personal assets remain protected.
7. Affordable Business Setup: LLP registration in Kochi is cost-effective, with lower compliance requirements compared to private limited companies.

To start LLP registration services in Kochi, you must follow these basic rules:

Note: While there is no minimum capital requirement to form an LLP, partners must declare a contribution of at least Rs. 1. Contributions can be in cash, tangible or intangible assets, or other forms of benefits.

The procedure for LLP company registration in Kochi is fully online and involves filing forms with the MCA. Here’s the step-by-step process:

Step 1: Obtaining DSC for all Partners

All designated partners must obtain a Digital Signature Certificate (DSC), which is necessary to digitally sign the e-forms submitted to the MCA. A Class 3 DSC is usually needed.

DSC can be obtained from licensed certifying authorities like e-Mudhra, Sify, or NSDL.

Step 2: Applying for DIN/DPIN

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

• You can apply for DPIN for up to two individuals while filing the FiLLiP form. Additional DINs can be acquired by filing Form DIR-3.
• Additional partners can apply for a Director Identification Number (DIN) separately.

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

Apply to the Registrar of Companies (ROC) using the RUN-LLP (Reserve Unique Name-LLP) form.

• You can propose two unique names.
• The name should not resemble any existing company/LLP or registered trademark.
• You can also use RegisterKaro’s company name check tool to verify the availability of your chosen name.

Note: It should be noted that if rejected, the form can be resubmitted once.

Step 4: Submitting the Consent of Partners in Form 9

Each individual who is to be appointed as a designated partner must provide their consent in Form 9.

• Form 9 includes a declaration by the partners confirming that they are not disqualified under the LLP Act.
• This form must be filed along with the incorporation documents as part of the FiLLiP attachments.

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

After name approval and Form 9 consent, file the FiLLiP (Form for incorporation of Limited Liability Partnership).

• This integrated form allows for incorporation and DPIN allotment for up to two partners.
• Required documents, such as proof of registered office address, ID, and address proofs of partners, must be attached.

Step 6: Drafting the LLP Agreement

The LLP Agreement defines the rights, duties, and obligations of partners as well as the functioning of the LLP.

• It must be filed with the ROC in Form 3 within 30 days of incorporation.
• The agreement should be executed on stamp paper, and the stamp duty is payable as per the Kerala Stamp Act.

Step 7: Obtaining the Certificate of Incorporation

Once the FiLLiP and related forms are approved, the ROC issues a Certificate of Incorporation. This equally establishes your LLP as a separate legal entity.

Step 8: Applying for PAN and TAN of LLP

After incorporation, apply for a company PAN and a TAN for taxation and compliance purposes.  In many cases, PAN and TAN are automatically issued during incorporation via the FiLLiP form. If they are not, you can obtain them separately through NSDL or UTIITSL.

Note: If the LLP registration services in Kochi are not filed within the stipulated time, the partners will be governed by the default provisions outlined in Schedule I of the LLP Act, 2008.

The following documents are required for the registration process of LLPs in Kochi:

From the Partners

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

For Foreign Nationals/NRIs (if any partner is non-resident):

• Passport (notarized/apostilled).
• Proof of residence outside India (utility bill/bank statement, notarized/apostilled).

If any documents are not in English, you must provide a certified translated copy.

Proof of the Registered Office Address

• Owned property: A copy of the sale deed or property deed.
• Rented property: A copy of the rent agreement or lease deed.
• Utility Bill: Electricity bill/gas bill/telephone bill (not older than two months) for the registered office address.
• NOC: If the registered office is on rented property, a No Objection Certificate (NOC) from the property owner is required.

Kochi, being a key city in Kerala, follows the state-specific compliance requirements under the LLP Act. You can check out our page on LLP registration in Kerala for detailed guidance.

The LLP company registration fees in Kochi are a combination of government fees and professional charges. The final amount can vary depending on the capital contribution and the professional service provider you choose.

1. Government Fees for LLP Registration

The mandatory LLP registration fees in Kochi are set by the government for reserving the name and incorporating your LLP.

• Name Reservation (RUN-LLP): Rs. 200
• Incorporation Fee:

• • Rs. 500 for LLPs with capital contribution up to Rs. 1 lakh
  • Rs. 2,000 for contributions between Rs. 1 lakh to Rs. 5 lakhs
  • Rs. 4,000 for contributions between Rs. 5 lakhs to Rs. 10 lakhs
  • Rs. 5,000 for contributions above Rs. 10 lakhs

2. Professional Fees and Other Charges

These are additional costs for professional assistance and required certifications.

• Digital Signature Certificate: Rs. 1,000 - Rs. 3,000 per designated partner, depending on validation level and provider.
• DIN/DPIN Application: Rs. 500 per designated partner.
• Professional Fees: Fees charged by a CA, CS, or legal consultant for handling the registration process usually range from Rs. 6,000 to Rs. 15,000.

3. State-Specific Stamp Duty on the LLP Agreement

The LLP firm registration in Kochi must be executed on stamp paper, and the stamp duty is charged on the total capital contribution. In Kochi, the rates are:

This ensures the LLP agreement is legally valid and enforceable under the Kochi Stamp Act.

After incorporation, mandatory annual and event-based compliance must be met. Here is a list of LLP annual compliances:

1. Annual MCA Filings (Mandatory for all LLPs)

• Filing of Annual Returns (Form 11): Must be filed by May 30th (within 60 days of the end of the financial year).
• Statement of Account and Solvency (Form 8): Must be filed by October 30th (within 30 days from the end of the six months of the financial year).
  • Audit Requirement: Mandatory if turnover exceeds Rs. 40 lakh or contribution exceeds Rs. 25 lakh.
• Income Tax Return Filing (ITR 5):  File the LLP’s income tax return every year in Form ITR 5.
  • Due Date (No Audit): 31st July.
  • Due Date (Audit Required): 30th September.

2. Local Compliances in Kochi/Kerala

• GST Registration: If your required turnover exceeds Rs. 40 lakh (Rs. 20 lakh for services) or for interstate supply, then you must register for GST.
• Shop License: All business premises in Kerala must obtain the Shops and Establishments Act Registration.
• Trade License: Required for LLPs engaged in trading, restaurants, healthcare, or other regulated businesses. A trade license issued by the local municipal corporation or nagar nigam.
• Professional Tax Registration: All businesses in Kerala must register for Professional Tax and comply with the applicable payment and filing requirements.