LLP Registration in Noida

A Limited Liability Partnership (LLP) is a modern business structure introduced in India through the Limited Liability Partnership Act of 2008. ts similar to a hybrid model merging the features of a traditional partnership firm with those of a Private Limited Company.

• Like a Partnership: In an LLP, two or more partners come together to run a business based on a mutual agreement, just as in a Partnership Firm. This structure allows for great flexibility in how the business is managed and how profits are shared among the partners.
• Like a Company: The most significant advantage of an LLP is limited liability. This means that the personal assets of the partners are protected from the business's debts and losses. If the business incurs a debt it cannot pay, your personal property, like your house or car, is safe. Your liability is limited only to the amount of capital you have contributed to the business.

Another key feature is that an LLP is a separate legal entity. This means the law sees the LLP as distinct from its partners. It can own property, enter into contracts, and sue or be sued in its own name.

The separate legal identity of an LLP ensures perpetual succession, meaning the business continues seamlessly despite changes such as retirement, death, or resignation of partners. This reliability makes LLP registration in Noida an excellent choice for entrepreneurs looking for long-term stability.

Noida itself is rapidly evolving into a major commercial hub, with its population expected to reach around 9.3 lakh by 2025, fueling demand for commercial and residential spaces. Significant infrastructure projects like the upcoming Jewar International Airport, set to be India's largest, and new rapid transit corridors are catalyzing business growth. Additionally,

Noida is becoming a center for data centers and IT/ITES firms, with many multinational companies establishing offices there. This dynamic business environment, combined with improving connectivity and urban development, gives LLP ventures in Noida a distinct edge for sustainable growth and credibility in the market.

Noida, part of the National Capital Region (NCR), has transformed into a bustling hub for commerce, technology, and innovation. Choosing to start your business here is a strategic move, and structuring it as an LLP offers both general and location-specific advantages.

Local Advantages of Starting an LLP in Noida

Starting your LLP in Noida comes with unique regional benefits that strengthen business growth and opportunities.

• Thriving Business Environment in Noida

Noida offers a vibrant and competitive ecosystem for new businesses. It is home to a diverse range of industries, including IT/ITeS, manufacturing, media, and financial services. This creates a rich network for collaboration, partnerships, and finding potential clients.

The city's planned infrastructure, reliable power supply, and modern amenities make it an attractive destination for entrepreneurs. According to recent economic reports, Noida (Gautam Buddha Nagar district) contributes significantly to Uttar Pradesh’s economy.

For the financial year 2023-24, Noida’s Gross State Domestic Product (GSDP) was approximately ₹2.64 lakh crore, which accounts for about 10% of Uttar Pradesh’s total GSDP. This reflects its strong commercial activity. This growth creates a fertile ground for new ventures to flourish.

• Access to Specific Local Resources

Noida is strategically developed with world-class infrastructure that directly benefits businesses:

• • Tech Parks and IT Hubs: Areas like Sector 62 and 63 are dedicated IT parks, housing multinational corporations and a plethora of startups. This proximity provides access to a skilled talent pool, tech vendors, and a culture of innovation.
  • Special Economic Zones (SEZs): The Noida SEZ offers businesses significant tax benefits, duty-free imports, and other financial incentives, making it ideal for export-oriented businesses.
  • Connectivity: The city is well-connected through the Delhi Metro, Noida-Greater Noida Expressway, and the upcoming Jewar International Airport, which is set to become one of Asia's largest airports. This seamless connectivity makes logistics and client meetings much easier.

• State Government Initiatives 

The Uttar Pradesh government has rolled out several policies to encourage entrepreneurship. The UP Startup Policy 2020 provides a range of benefits for new businesses, including:

• • Seed Capital Funding: Financial assistance to help startups get off the ground.
  • Incubation Centers: Support and mentorship for early-stage businesses.
  • Tax Exemptions: Various state-level tax reliefs to reduce the financial burden on new companies. By getting an LLP Registration in Noida, you can tap into these supportive government schemes to accelerate your growth.

General Benefits of the LLP Structure

Choosing an LLP structure offers several long-term advantages that balance flexibility with protection, making it ideal for entrepreneurs in Noida.

• Limited Liability Protection for Partners

This is the cornerstone advantage of an LLP. As a partner, you are not personally responsible for the debts of the business or the misconduct of another partner. In a traditional partnership, one partner's mistake could put every other partner's personal assets at risk. An LLP creates a protective wall, limiting your financial risk to your stake in the business. This feature provides immense peace of mind, especially for new entrepreneurs.

• Cost-Effective and Simple to Set Up

Compared to a private limited company, the LLP Registration cost in Noida is generally lower. The compliance requirements are also fewer and less complex. For example, an LLP is not required to have its accounts audited if its turnover is less than ₹40 lakh and its capital contribution is less than ₹25 lakh. This makes it an affordable and manageable option for startups and small businesses.

• Flexible Business Operations

The internal management of an LLP is governed by the LLP Agreement, which is a contract drafted by the partners. This agreement can be customized to suit the specific needs of the business. Partners can decide on their roles, responsibilities, profit-sharing ratios, and decision-making processes. This flexibility is not available in a company that has a more rigid structure defined by the Companies Act, 2013.

• Separate Legal Identity

An LLP is a legal entity separate from its partners. This allows it to:

• • Own assets and property in its own name.
  • Enter into contracts with suppliers, clients, and employees.
  • Sue and be sued in a court of law. This legal separation also ensures perpetual succession. The business continues to operate without interruption, even if partners leave or new ones join, which adds to its stability and credibility.

Before you start the process, it's important to know who can form an LLP. The eligibility criteria set by the Limited Liability Partnership Act, 2008, are straightforward and inclusive.

Here are the basic requirements:

• Minimum of Two Partners: An LLP must have at least two partners to begin. There is no upper limit on the maximum number of partners.
• Designated Partners: At least two partners must be "Designated Partners." These individuals are responsible for ensuring the LLP complies with all legal requirements.
  • At least one of the Designated Partners must be a resident of India. A person is considered a resident if they have stayed in India for at least 120 days during the preceding financial year.
• Who can be a Partner?
  • Individuals: Any individual can be a partner, including foreign nationals.
  • Companies: A company, whether incorporated in India or abroad, can also be a partner in an LLP.
  • Other LLPs: Another LLP can be a partner in a new LLP.
• No Capital Requirement: There is no minimum capital contribution required to form an LLP. You can start with any amount of capital that the partners agree upon.

These simple eligibility rules make the LLP firm registration an accessible option for a wide range of entrepreneurs.

The LLP Registration online in Noida is a completely digital process managed by the Ministry of Corporate Affairs (MCA). While it's streamlined, it involves several steps that must be followed correctly. Here’s a detailed breakdown of the journey from idea to incorporation.

Step 1: Obtain DSC for all Partners

A Digital Signature Certificate (DSC) is the electronic equivalent of a physical signature. Since the entire registration process is online, all designated partners must have a Class 3 DSC to sign the electronic forms.

• How to get it: You can apply for a DSC from government-certified agencies like e-Mudhra, Sify, or NSDL. It can also be arranged directly through our RegisterKaro team for quicker assistance.
• Documents needed: You'll need to submit your PAN card, Aadhaar card, a photograph, and an email address.
• Timeframe: It usually takes 1-2 days to get a DSC.

Step 2: Apply for the DIN

A Director Identification Number (DIN) is a unique identification number assigned to an individual who is or intends to be a director of a company or a designated partner of an LLP.

• How to get it: The DIN is now allotted as part of the main incorporation form itself. There is no need to apply for it separately. The details are filled into the FiLLiP form (explained in Step 4).

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

Your business name is your identity, so it's a crucial step. You need to choose a unique name that is not already taken by another company or LLP and does not violate any trademarks.

• The Form: You need to file a web-based form called RUN-LLP (Reserve Unique Name - Limited Liability Partnership) on the MCA portal.
• Name Guidelines: The name must end with the words "LLP" or "Limited Liability Partnership." It should not be too similar to existing names or be offensive. It's wise to check the MCA database for name availability before applying.
• Application: You can propose up to two names in one application. If the first one is rejected, the second one is considered. If both are rejected, you have to file a new application.
• Approval: Once approved, the name is reserved for you for 20 days, within which you must file the incorporation documents.

Step 4: Filing for Incorporation of the LLP (FiLLiP Form)

This is the main step for registering your LLP. The FiLLiP (Form for Incorporation of Limited Liability Partnership) is an integrated form that combines several applications into one.

• What it includes:
  • Application for name reservation (if not done via RUN-LLP).
  • Allotment of DIN for proposed designated partners.
  • Details of the LLP, its partners, and their capital contributions.
  • Address of the registered office.
• Filing: The form must be digitally signed by a designated partner and certified by a professional, like a Company Secretary, Chartered Accountant, or Advocate.

Step 5: Drafting and Filing the LLP Agreement

The LLP Agreement is the most important document for your LLP. It is the charter of your business, outlining the rights, duties, and responsibilities of all partners.

• What it contains:
  • Name of the LLP
  • Business activities
  • Profit and loss sharing ratio
  • Roles and responsibilities of partners
  • Rules for admitting new partners or for the exit of existing ones
  • Decision-making process
• Filing: The agreement must be printed on stamp paper of the appropriate value (this varies by state). After that, it needs to be filed with the MCA in e-Form 3 within 30 days of the incorporation of the LLP. It is crucial to meet this deadline to avoid penalties.

Step 6: Obtaining the Certificate of Incorporation

Once the Registrar of Companies is satisfied with your FiLLiP form and all the submitted documents, they will approve the application and issue the Certificate of Incorporation. This certificate is conclusive proof that your LLP has been legally registered.

The certificate will contain the LLPIN (Limited Liability Partnership Identification Number), which is your LLP's unique identity number.

Step 7: Applying for PAN and TAN for your LLP

After receiving the Certificate of Incorporation, the final step is to apply for the LLP's tax accounts.

• PAN (Permanent Account Number): This is essential for all financial transactions and for filing income tax returns. The application for PAN is now integrated with the FiLLiP form, so you will receive it automatically after incorporation.
• TAN (Tax Deduction and Collection Account Number): This is required if your LLP is responsible for deducting or collecting tax (for example, deducting TDS on salary payments). This is also applied along with the PAN.

An expert LLP Registration consultant in Noida can smoothly guide you through this entire process, ensuring all forms are filed correctly and on time.

Gathering the right documents is essential for a smooth and quick registration process. You will need documents from the partners as well as for the registered office of the LLP.

• From the Partners (Indian Nationals)

• • PAN Card: A self-attested copy of the PAN card is mandatory for all partners.
  • Identity Proof: A self-attested copy of an identity proof like an Aadhaar Card, Voter ID, Passport, or Driver's License.
  • Address Proof: A recent copy (not older than 2 months) of a utility bill (electricity, telephone, or mobile bill) or a bank statement showing the current address.
  • Photograph: A recent passport-sized photograph of each partner.

• From the Partners (Foreign Nationals/NRIs)

• • Passport: A notarized or apostilled copy of the passport is mandatory.
  • Address Proof: A notarized copy of a recent bank statement or utility bill.
  • All documents for foreign nationals must be apostilled (if the country is a signatory to the Hague Convention) or consularized by the Indian embassy.

• Proof of the Registered Office Address

You must provide a valid address in Noida for your LLP's registered office. This address will be used for all official communication.

• • Proof of Ownership: If the property is owned by one of the partners or a third party, a copy of the sale deed or property deed.
  • Utility Bill: A recent utility bill (electricity, gas, or telephone bill) not older than two months. The bill should have the name of the owner and the address of the property.

• No Objection Certificate (NOC) from the Property Owner

If the registered office is a rented property or owned by a third party (even a family member), you must obtain a No Objection Certificate (NOC) from the property owner. The NOC is a simple letter stating that the owner has no objection to the LLP using their premises as its registered office.

Understanding the LLP Registration fees in Noida is important for budgeting. The total cost is a combination of government fees, stamp duty, and professional fees.

• Government Fees for LLP Registration

The fees charged by the Ministry of Corporate Affairs (MCA) depend on the total capital contribution of the LLP. The structure is as follows:

• • For capital contribution up to ₹1 Lakh: ₹500
  • For capital contribution between ₹1 Lakh and ₹5 Lakh: ₹2,000
  • For capital contribution between ₹5 Lakh and ₹10 Lakh: ₹4,000
  • For capital contribution above ₹10 Lakh: ₹5,000

There are also nominal fees for filing forms like RUN-LLP and Form 3.

• Professional Fees and Other Charges

Since the registration process involves legal and procedural complexities, most entrepreneurs hire a professional firm or an LLP Registration consultant in Noida.

• • Professional Fees: These fees can range from ₹6,000 to ₹15,000, depending on the service provider. This usually covers DSC procurement, name application, form filing, and drafting the LLP agreement.
  • DSC Charges: The cost of a Digital Signature Certificate for two partners is typically around ₹1,000 to ₹3,000.

• State-Specific Stamp Duty on the LLP Agreement

The LLP Agreement must be executed on non-judicial stamp paper or through e-stamping. The value of the stamp paper depends on the state where the LLP is registered.

In Noida (Uttar Pradesh), the stamp duty on LLP Agreements is governed by the U.P. Stamp Act. The duty is fixed at ₹750, irrespective of the capital contribution by the partners. Whether your LLP is formed with ₹50,000 or ₹50 lakh as capital, the stamp duty payable remains the same.

Paying the correct stamp duty is essential because an under-stamped agreement is not legally enforceable and may be rejected during filing with the MCA.

Considering government filing fees, DSC charges, professional fees, and stamp duty, the total LLP registration cost in Noida usually ranges between ₹7,000 to ₹20,000, making it one of the most cost-effective business structures for startups and SMEs.

Registering your LLP is just the beginning. To keep your business in good legal standing and avoid heavy penalties, you must comply with certain annual requirements.

• Filing of Annual Returns

Every LLP must file an Annual Return with the Registrar of Companies w60 daysithin  of the end of the financial year.

• • Form: This is filed in Form 11.
  • Purpose: Form 11 contains a summary of the LLP's management affairs, including the details of its partners and their contributions.
  • Due Date: The due date for filing Form 11 is May 30th every year.

• Statement of Account and Solvency (Form 8)

Every LLP must prepare and file a Statement of Account and Solvency every year.

• • Form: This is filed in Form 8.
  • Purpose: Form 8 is a declaration by the designated partners that the LLP is solvent (able to pay its debts) and provides a snapshot of its financial health, including its assets and liabilities.
  • Due Date: The due date for filing Form 8 is October 30th every year.

Note: Failing to file these forms on time can result in a penalty of ₹100 per day for each form, with no maximum limit. This makes timely compliance extremely important.

• Income Tax Return Filing for the LLP

Just like any other business entity, an LLP must file an income tax return every year.

• • Tax Rate: An LLP is taxed at a flat rate of 30% on its net profit, plus applicable cess and surcharge.
  • Due Date:
    • For LLPs whose accounts do not require an audit: July 31st.
    • For LLPs whose accounts require an audit: September 30th.
  • Audit Requirement: An LLP's accounts must be audited if its annual turnover exceeds ₹40 lakh or its capital contribution exceeds ₹25 lakh.

Staying on top of these compliances is key to running your LLP Company Firm Registration in Noida successfully and without legal troubles.