LLP Registration in Mumbai

A Limited Liability Partnership (LLP) is a corporate business entity that offers a hybrid structure, incorporating elements of both a partnership and a company. It provides partners with limited liability, meaning their personal assets are protected from the business's debts and liabilities.

In India, a Limited Liability Partnership (LLP) is governed under the Limited Liability Partnership Act, 2008, which became effective on 31st March 2009. An LLP is a separate legal entity from its partners. Therefore, it can sue or be sued in its own name, and has perpetual succession, unaffected by changes in its partners.

These benefits make LLPs popular among entrepreneurs. They are especially common in big business hubs. For instance, Mumbai is a bustling financial hub and a major driver of India's economic growth. According to a report by Inc42, Mumbai surpassed Bengaluru as the most-funded start-up hub in 2024, attracting a staggering Rs 32,300 crore in funding. The city's start-up ecosystem is particularly strong in the fintech, media, and e-commerce sectors, making it an ideal choice for entrepreneurs.

Due to this, many startups in Mumbai choose to register as LLPs. This structure offers low risk, easy access to funding, and flexible management options.

Mumbai, often called the ‘Financial Capital of India,’ offers a prime location for startups and businesses. Establishing an LLP here provides several advantages:

• Strong Business Environment: Mumbai is a top hub for finance, tech, and entertainment. This offers startups access to investors, incubators, and a wide professional network.
• Access to Capital and Financial Centers: The city is home to major financial institutions, venture capitalists, and angel investors. This makes it easier for LLPs to access funding, forge partnerships, and secure resources.
• Government Support for Startups: Maharashtra supports startups via initiatives like the Innovative Startup Policy 2018, Fintech Policy, and MITDF, offering funding, IP help, and incentives.
• Cost-Effective and Simple to Set Up: Compared to a private limited company incorporation, an LLP is easier and more affordable to register and maintain, with fewer compliance requirements.
• Flexible Business Operations: Partners define the LLP’s internal management and governance through the LLP agreement. This allows them to tailor the business structure and operations.

To start an LLP in Mumbai, you must follow these basic rules:

• Minimum Partners: You need at least two partners to form an LLP.
• Designated Partners: Out of them, at least two must be designated partners, and one should be a resident of India. A resident of India is someone who has stayed in India for at least 120 days during the financial year.
• LLP Agreement: The partners must sign a written agreement stating their rights, duties, and share in the business.
• Unique Business Name: The LLP name should be unique and not already registered under any company or trademark.
• Legal Activity: The LLP must be formed for a lawful business purpose.
• Registered Office Requirement: The LLP must have a registered office in Mumbai where all official communications and notices can be sent. The address should be proof-backed and can be commercial or residential as per MCA norms.

Note: There is no minimum capital contribution required to form an LLP. Partners can contribute in the form of money, property, or services.

The LLP registration procedure is fully online and involves filing forms with the Ministry of Corporate Affairs (MCA). Here’s the step-by-step process:

Step 1: Obtain DSC for all Partners

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

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 while filing the FiLLiP form.
• Additional partners can apply for a Director Identification Number (DIN) separately.

Step 3: Get 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 our company name checker 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: File 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: File 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: Draft and File the LLP Agreement

The LLP Agreement outlines the mutual rights and duties of partners and 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 stamp duty varies by state (for Maharashtra, as per the Maharashtra Stamp Act).

Step 7: Obtain the Certificate of Incorporation

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

Step 8: Apply for PAN and TAN of LLP

After incorporation, apply for a Permanent Account Number (PAN) and a Tax Deduction and Collection Account Number (TAN) for taxation and compliance purposes.

The following documents are required for the registration process:

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).

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.

The total cost of LLP registration includes both government fees and professional fees.

1. Government Fees for LLP Registration

• 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

• 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 agreement must be printed on stamp paper, and the stamp duty is a state-specific tax. For LLP registration in Maharashtra, the stamp duty on the LLP agreement is 1% of the capital contribution, but it cannot be less than Rs. 500 and cannot exceed Rs. 5,000.

After the LLP is registered, it's mandatory to comply with certain annual filings to avoid penalties. Here is a list of LLP annual compliances:

• Filing of Annual Returns (Form 11): Every LLP must file its annual return with the ROC in Form 11 within 60 days of the end of the financial year (i.e., by May 30th). This form provides details about the partners and their contributions.
• Statement of Account and Solvency (Form 8): This form, which contains a statement of the LLP's financial position, must be filed with the ROC within 30 days of the end of six months from the closure of the financial year (i.e., by October 30th).
• Income Tax Return Filing for the LLP: LLPs must file their income tax returns in Form ITR 5 annually. The due date for filing depends on whether a tax audit is required. An audit is mandatory if the annual turnover exceeds Rs. 40 lakh or the capital contribution exceeds Rs. 25 lakh.
• Filing of LLP Agreement (Form 3): The LLP Agreement must be filed with the ROC in Form 3 within 30 days of incorporation. Delay attracts penalties of Rs. 100 per day up to a maximum of Rs. 5,000.
• Event-Based Compliances: LLPs must also file forms with the ROC when specific events occur:

• Change in partners/designated partners – Form 4

• Change in registered office – Form 15
• Amendment to LLP Agreement – Form 3
• Change of LLP name – Form 5

Local Compliances in Mumbai:

• Professional Tax: It’s mandatory in Maharashtra for LLPs to register for professional tax and file returns with the state authorities.
• GST Registration: If your required turnover exceeds Rs. 40 lakh (Rs. 20 lakh for services) or for interstate supply, you must register for GST.
• Shop License: All business premises in Mumbai must obtain a registration under the Maharashtra Shops and Establishments Act Registration (Regulation of Employment and Conditions of Service) Act, 2017.