LLP Registration in Madhya Pradesh

A Limited Liability Partnership (LLP) is a modern business structure that blends the operational flexibility of a traditional partnership with the legal protection of a company. It is a separate legal entity, which means it can own property, enter into contracts, and continue its operations even if partners change.

India has seen a notable rise in LLP registrations because this structure offers limited liability, simpler compliance, and tax efficiency. In fact, there were 394,818 registered LLPs in India in April 2025, marking a 19.2% increase from 331,150 LLPs in April 2024.

In Madhya Pradesh, cities like Bhopal, Indore, and Jabalpur are witnessing increasing LLP adoption, particularly among startups, consulting firms, IT services, and professional service providers. Registering an LLP in Madhya Pradesh allows business owners to launch quickly while maintaining credibility and limited liability protection.

Key benefits of LLP incorporation are:

• Limited Liability: Partners are responsible only for the money invested in the business. Personal assets like houses or cars remain protected.
• Flexible Management: Profit sharing and responsibilities can be freely decided through the LLP agreement.
• Low Capital Requirement: No large capital is required, making it ideal for startups and small businesses.
• Perpetual Existence: The LLP continues even if a partner leaves or passes away.
• Tax Efficiency: Profits taxed only in partners’ hands, avoiding double taxation. With a flat 30% income tax (plus cess and surcharge) on LLP profits and no additional tax on profit distribution, double taxation is avoided. Partners are not taxed again on receiving profit shares (exempt under Section 10(2A) of the Income Tax Act).
• Simplified Compliance: Fewer government filings and regulations compared to private companies, saving time and cost.
• Scalable Partnerships: Minimum two partners required, with no upper limit, allowing easy business expansion.
• Professional Credibility: Builds trust and reputation, suitable for consultancies, agencies, and service firms.
• Global Recognition: Recognized internationally, supporting overseas operations.
• Autonomous Operations: Partners manage daily operations with minimal government interference.

Madhya Pradesh is emerging as a growing hub for startups and small businesses, with a strong industrial base and a supportive entrepreneurial ecosystem. Here’s why LLPs are an attractive option for entrepreneurs in the state:

• Thriving Business Environment in Madhya Pradesh

Cities like Indore, Bhopal, Jabalpur, and Gwalior are witnessing rapid growth in startups, SMEs, and service-based businesses. The state hosts a variety of ventures in IT, manufacturing, education, consulting, and creative industries. Moreover, the central location and well-connected road and rail networks make Madhya Pradesh a strategic choice for businesses targeting pan-India markets.

• Access to Industrial Zones, SEZs, and Local Resources

Madhya Pradesh offers infrastructure and resources that support business growth, such as:

• • Indore & Bhopal IT Parks: Provide incubation facilities, co-working spaces, and networking opportunities for tech startups.
  • Dewas, Pithampur & Mandideep Industrial Areas: Established industrial zones offering subsidized land, tax benefits, and strong connectivity for manufacturing and logistics businesses.
  • Special Economic Zones (SEZs): Promote export-oriented ventures and provide incentives for export-related industries.

These hubs, combined with growing local markets and financial institutions, make Madhya Pradesh a favorable location for LLPs.

• Government Initiatives Supporting Startups

The Madhya Pradesh government encourages entrepreneurship and LLP formation through various initiatives, like:

• • Madhya Pradesh Startup Policy: Offers seed funding, mentorship, and support for innovative ventures.
  • Financial Incentives & Subsidies: Includes support for technology adoption, infrastructure development, and skill enhancement.
  • Incubation & Innovation Centers: Multiple government-supported incubators and co-working spaces help startups scale efficiently.
  • IPR Assistance: Guidance for patents, trademarks, and intellectual property protection, promoting innovation across sectors.

With these policies, infrastructure, and business-friendly initiatives, Madhya Pradesh provides a conducive environment for LLPs to start, grow, and expand both regionally and nationally.

Registering an LLP in Madhya Pradesh is a straightforward process governed by the Ministry of Corporate Affairs (MCA) under the LLP Act, 2008. To ensure smooth registration, applicants must meet the following eligibility criteria:

• Minimum Partners: An LLP must have at least two partners to form. There is no upper limit on the number of partners in an LLP.
• Designated Partner Requirements: At least two partners must be Designated Partners (DPs) responsible for regulatory compliance. Out of them, one DP must be a resident of India, i.e., someone who has stayed in India for at least 120 days during the previous financial year.
• Eligible Partners: Both individuals and corporate entities (such as companies or other LLPs) can become partners in a Madhya Pradesh LLP.
• DSC: Each Designated Partner must obtain a Digital Signature Certificate to digitally sign registration documents and e-forms on the MCA portal.
• DIN/DPIN: All Designated Partners must hold a valid Director Identification Number (DIN) or Designated Partner Identification Number (DPIN) issued by the MCA.
• Unique Name Requirement: The LLP’s name must be unique and not identical or similar to any existing company or trademark. Applicants can reserve the name using the RUN-LLP (Reserve Unique Name) service on the MCA portal (mca.gov.in ).
• LLP Agreement: Partners must prepare and file an LLP Agreement within 30 days of incorporation. This agreement outlines partners’ roles, responsibilities, and profit-sharing terms.
• Compliance for Foreign Partners (FEMA): Foreign nationals and entities can be partners in a Madhya Pradesh LLP, but they must ensure Foreign Exchange Management Act (FEMA) compliance for investment.

Note: There is no minimum capital requirement to start an LLP in Madhya Pradesh. Contributions can be in cash, assets, or other benefits agreed upon by the partners.

LLP registration in Madhya Pradesh is entirely online and regulated by the Ministry of Corporate Affairs (MCA). Entrepreneurs can complete the process digitally through the MCA portal (mca.gov.in) by submitting the required forms and documents. Follow these steps to register your LLP in Madhya Pradesh:

Step 1: Obtain DSC for All Partners

All designated partners must acquire a DSC to sign e-forms on the MCA portal.

• A Class 3 DSC is generally required.
• DSCs can be obtained from licensed certifying authorities such as e-Mudhra, Sify, or NSDL.

Step 2: Apply for DIN/DPIN

Each designated partner must hold a DPIN.

• You can apply for a DPIN for up to two partners directly in the FiLLiP form during incorporation.
• For additional partners, file Form DIR-3 separately to obtain a DIN.

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

• File the RUN-LLP form with the Registrar of Companies (ROC), Gwalior (Madhya Pradesh).
• Propose up to two names at a time.
• Ensure the name is unique and not similar to any existing company, LLP, or trademark.
• Resubmission is allowed if the ROC rejects the proposed name.

You can also use RegisterKaro’s free company name availability tool to check and finalize your LLP name.

Step 4: File Consent of Partners in Form 9

• Each designated partner must give consent in Form 9, declaring they are not disqualified under the LLP Act.
• Attach Form 9 while filing the FiLLiP form for incorporation.

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

• File the FiLLiP form once name approval and partner consent are obtained.
• This integrated form allows incorporation and DPIN allotment (for up to two partners).
• Attach supporting documents such as:
  • Registered office proof
  • Identity proof of partners
  • Address proof of partners

Step 6: Draft and File the LLP Agreement

• Prepare an LLP Agreement outlining partners’ roles, responsibilities, and profit-sharing ratios.
• File the agreement with the ROC in Form 3 within 30 days of incorporation.
• Execute the agreement on stamp paper as per the Madhya Pradesh Stamp Act.

Step 7: Receive the Certificate of Incorporation (COI)

• After verification and approval by the ROC, you will receive the Certificate of Incorporation (COI).
• This certificate confirms the LLP’s legal existence in Madhya Pradesh.

Step 8: Apply for PAN and TAN of the LLP

• Apply for a Permanent Account Number (PAN) and register for a Tax Deduction and Collection Account Number (TAN).
• Use NSDL or UTIITSL services for the application.
• This step ensures compliance with taxation requirements.

Note: If the LLP Agreement is not filed within 30 days, the firm will operate under the standard rules specified in Schedule I of the LLP Act, 2008.

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

1. 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.

2. For Foreign Nationals/NRIs (if applicable)

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

3. Proof of Registered Office Address in Madhya Pradesh

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

As per the MCA, the cost of registering an LLP in Madhya Pradesh includes stamp duty, government charges, and professional fees. Here’s a detailed breakdown:

Note: New DPIN is free if applied through FiLLiP. Rs. 500 applies only for DIN allotment via DIR-3 (used rarely for LLP).

Penalties for LLPs in Madhya Pradesh

LLPs in Madhya Pradesh must comply with the LLP Act, 2008, and MCA regulations. Non-compliance with filing or statutory requirements can lead to penalties, fines, and additional fees, making timely adherence crucial.

After registering your LLP in Madhya Pradesh, it is mandatory to comply with annual and event-based filings to maintain legal standing and avoid penalties. Key LLP annual compliances include:

1. Filing of Annual Returns (Form 11): Every LLP must file the Annual Return (Form 11) with the ROC Bhopal within 60 days of the end of the financial year, i.e., by May 30th. This form includes details of all partners, their contributions, and any changes during the year.
2. Statement of Account and Solvency (Form 8): LLPs must file their Statement of Account and Solvency (Form 8) within 30 days from the end of the first six months of the financial year, i.e., by October 30th.

• • The form must be digitally signed by both designated partners.
  • If the LLP’s turnover exceeds Rs. 40 lakh or the capital contribution exceeds Rs. 25 lakh, it must also be certified by a practising CA or CS.

3. Income Tax Return Filing for the LLP: Every LLP registered in Madhya Pradesh must file an Income Tax Return annually using Form ITR-5.

• • No Audit Required: File ITR-5 by 31st July.
  • Audit Required: If turnover exceeds Rs. 40 lakh or capital contribution exceeds Rs. 25 lakh, a tax audit is mandatory, and the filing due date is 30th September.

4. Filing of LLP Agreement (Form 3): The LLP Agreement must be filed with the ROC in Form 3 within 30 days of incorporation. Failure to file on time may attract penalties and additional fees.
5. Event-Based Compliances: LLPs must also file specific forms with the ROC Bhopal whenever there is a change in structure or management:

• • Change in partners or designated partners – Form 4
  • Change in registered office address – Form 15
  • Amendment to the LLP Agreement – Form 3
  • Change of LLP name – Form 5

6. Local Compliances in Madhya Pradesh:

• • GST Registration: Mandatory if the LLP’s annual turnover exceeds Rs. 40 lakh (goods) or Rs. 20 lakh (services), or if involved in interstate supply, under the Madhya Pradesh GST Act.
  • Shops and Establishments Registration: LLPs operating from a commercial office or establishment must register under the Madhya Pradesh Shops and Commercial Establishments Act via the Labour Directorate portal.
  • Trade License: Businesses such as restaurants, healthcare, manufacturing, or trading must obtain a trade license from the local Municipal Corporation or Nagar Nigam (e.g., Bhopal Municipal Corporation, Indore Municipal Corporation).