LLP Registration in Odisha

A Limited Liability Partnership (LLP) is a contemporary business structure that blends the operational flexibility of a traditional partnership with the limited liability benefits of a company. It safeguards partners from being personally liable for business debts or losses, ensuring their personal assets remain protected.

In India, LLPs operate under the Limited Liability Partnership Act, 2008, which became effective on March 31, 2009. An LLP is recognized as a separate legal entity, capable of owning property, signing contracts, and continuing its existence irrespective of any change in partners.

Odisha, known for its rich natural resources and growing industrial ecosystem, is fast emerging as a promising destination for LLP registration. With sectors like mining, steel, IT, and food processing on the rise, many entrepreneurs are choosing Odisha to establish their LLPs. Prominent companies and large-scale operations, including major industrial units and IT hubs in Bhubaneswar, highlight the state’s expanding business landscape and supportive environment for new ventures.

Some key features that make LLP registration beneficial include:

• Limited Liability: Partners’ personal assets stay protected, even if the Odisha-based LLP incurs losses.
• Flexible Structure: Partners can define profit sharing and management roles through their agreement.
• Cost-Effective Compliance: LLPs in Odisha face fewer filings and lower compliance costs than private limited companies.

Here’s why entrepreneurs and professionals increasingly prefer LLP registration in Odisha:

1. Strategic Coastal and Industrial Location: Odisha enjoys a prime position along India’s eastern coastline, with major ports like Paradip and Dhamra offering excellent connectivity for trade and exports. The state’s expanding network of highways, industrial corridors, and airports links it seamlessly to major cities such as Kolkata, Visakhapatnam, and Raipur, providing businesses access to national and international markets.
2. Expanding Industrial and Startup Ecosystem: Odisha is fast becoming a key industrial hub, with thriving sectors like steel, aluminum, mining, energy, IT, and food processing. Cities such as Bhubaneswar, Cuttack, Angul, and Jharsuguda are witnessing steady industrial and entrepreneurial growth. The O-Hub in Bhubaneswar and the Startup Odisha initiative have further strengthened the startup ecosystem.
3. Skilled and Educated Workforce: The state is home to reputed institutions like IIT Bhubaneswar, NIT Rourkela, and KIIT University, producing a skilled workforce in engineering, management, and technology, ideal for both traditional industries and modern enterprises.
4. Proactive Government Support: The Odisha government actively promotes entrepreneurship through supportive initiatives such as:

• • Startup Odisha Policy 2016 (Revised 2022): Offers seed funding, mentorship, and simplified compliance for startups and LLPs.
  • Odisha Industrial Policy Resolution (IPR): Encourages investment through incentives, tax benefits, and infrastructure development.
  • O-Hub and Incubation Programs: State-supported incubation centers that nurture innovation and help startups grow.

5. Ease of Doing Business: Odisha consistently ranks high in Ease of Doing Business (EoDB) assessments due to its online single-window clearance system, digital approvals, and transparent regulatory framework.

With its growing industrial landscape, skilled talent, and investor-friendly policies, Odisha provides a fertile environment for launching and expanding an LLP.

To register an LLP in Odisha, you must meet the following basic requirements:

• Minimum Partners: A minimum of two partners is required to form an LLP in Odisha.
• Designated Partners: Out of the total partners, at least two must be designated partners. One of them must be a resident of India, meaning the individual should have stayed in India for at least 120 days during the financial year as per the Companies (Amendment) Act, 2020.
• LLP Agreement: All partners are required to execute a written LLP Agreement that clearly defines their roles, responsibilities, profit-sharing ratio, and operational terms of the business.
• Unique Business Name: The proposed LLP name must be distinct and not identical to any existing company, LLP, or registered trademark under the Ministry of Corporate Affairs (MCA) or Intellectual Property India.
• Lawful Business Purpose: The LLP should be established for a legitimate business activity that complies with all applicable laws and regulations in Odisha.
• Compliance for Foreign Partners (FEMA): Foreign nationals and foreign entities can also become partners in an Odisha-based LLP. However, they must ensure full compliance with the Foreign Exchange Management Act (FEMA) for any capital contribution or investment.

Note: There is no minimum capital requirement for LLP registration in Odisha. Partners may contribute in cash, tangible or intangible assets, or other benefits, depending on mutual agreement.

The LLP registration process in Odisha is completely online and regulated by the Ministry of Corporate Affairs (MCA). Below is a step-by-step guide to help you through the procedure:

Step 1: Obtain DSC for All Partners

• Every designated partner must obtain a Digital Signature Certificate (DSC), which is essential for signing e-forms digitally on the MCA portal.
• A Class 3 DSC is typically required, and it can be obtained through government-recognized certifying authorities like e-Mudhra, Sify, or NSDL.

Step 2: Apply for DIN/DPIN

• Each designated partner must have a Designated Partner Identification Number (DPIN).
• You can apply for DPIN for up to two individuals directly through the FiLLiP form during incorporation.
• If there are more than two partners, an additional Director Identification Number (DIN) can be obtained later by filing Form DIR-3.

Step 3: Reserve the Name of Your LLP (RUN-LLP Form)

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

• You can propose up to two unique names.
• The name must not resemble any existing company/LLP or registered trademark.
• You can also use a company name check tool to check name availability before applying.
• You can resubmit once if the ROC rejects your name proposal.

Note: If your name application is rejected, you get one resubmission opportunity.

Step 4: Filing Consent of Partners (Form 9)

• Each partner who will act as a designated partner must submit their consent and declaration in Form 9.
• This form confirms that the individual is not disqualified under the LLP Act, 2008.
• Form 9 must be uploaded as an attachment while filing the FiLLiP form.

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

Once the name and partner consents are in place, file the FiLLiP (Form for Incorporation of Limited Liability Partnership) on the MCA portal (mca.gov.in).

• This integrated form covers both incorporation and DPIN allotment (for up to two partners).
• Attach supporting documents such as registered office proof, ID proofs, and address proofs of partners.

The application will be processed by the Registrar of Companies (ROC), Cuttack, which oversees LLP registrations in Odisha.

Step 6: Draft and File the LLP Agreement

• The LLP Agreement defines each partner’s rights, duties, and profit-sharing ratios.
• It must be executed on non-judicial stamp paper and filed with the ROC through Form 3 within 30 days of incorporation.
• The stamp duty for the agreement must be paid according to the Odisha Stamp Act.

Step 7: Obtain the COI

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

Step 8: Apply for PAN and TAN of the LLP

After incorporation, apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) to comply with tax and financial regulations.

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

Note: If the LLP Agreement is not filed within the prescribed 30-day period, the LLP will automatically be governed by the default provisions under Schedule I of the LLP Act, 2008.

To register an LLP in Odisha, partners must submit the following documents as per MCA guidelines:

1. From the Partners

• PAN Card and Aadhaar Card: Mandatory for all Indian partners.
• Proof of Identity: Any one of the following – Voter ID, Passport, or Driving License.
• Proof of Address: Recent bank statement, electricity bill, or mobile bill (not older than two months).
• Passport-size Photograph: A clear, recent photograph with a white background.

2. For Foreign Nationals or NRIs (if applicable)

If any of the partners are non-residents or foreign nationals:

• Passport: Must be notarized or apostilled in their home country.
• Proof of Residence Abroad: Such as a utility bill or bank statement, duly notarized/apostilled.

3. Proof of the Registered Office Address in Odisha

• Owned Property: A copy of the sale deed or property ownership document.
• Rented Property: A copy of the rent agreement or lease deed specifying the address.
• Utility Bill: Electricity bill, water bill, or telephone bill (not older than two months) in the name of the property owner or business.
• NOC: If the office premises are rented or leased, a No Objection Certificate (NOC) from the property owner permitting use of the premises as the registered office is mandatory.

The cost of LLP registration in Odisha depends on government fees, stamp duty, and professional service charges. Below is a clear breakdown of the fees applicable in the state:

Penalties for LLPs in Odisha

LLPs in Odisha must adhere to the LLP Act, 2008, and the compliance rules issued by the Ministry of Corporate Affairs (MCA). Non-compliance with filing timelines or statutory requirements can lead to significant penalties and additional fees, making timely adherence essential.

After your LLP is registered in Odisha, it is mandatory to comply with certain annual and event-based filings to maintain legal standing and avoid penalties. Here is a list of LLP annual compliances:

1. Filing of Annual Returns (Form 11): Every LLP must file its Annual Return (Form 11) with the ROC Cuttack, 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 changes (if any) 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, which is by October 30th. The form must be digitally signed by both designated partners, and if the LLP’s turnover exceeds Rs. 40 lakh or its 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 Odisha must file an annual Income Tax Return using Form ITR-5.

• • No Audit Required: Due date is 31st July.
  • Audit Required: If the turnover exceeds Rs. 40 lakh or the capital contribution exceeds Rs. 25 lakh, a tax audit becomes mandatory, and the due date for filing 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 submit within the prescribed time may attract hefty additional fees and penalties.
5. Event-Based Compliances: LLPs must also file specific forms with the ROC whenever there is a change in the structure or management of the partnership:

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

6. Local Compliances in Odisha:

• • GST Registration: If the LLP’s annual turnover exceeds Rs. 40 lakh (for goods) or Rs. 20 lakh (for services), or if it is involved in interstate supply, GST registration is mandatory under the Odisha State GST Act.
  • Shops and Establishments Registration: Every LLP operating from a commercial office or establishment in Odisha must register under the Odisha Shops and Commercial Establishments Act through the Labour Directorate portal.
  • Trade License: For businesses such as restaurants, healthcare, manufacturing, or trading, a trade license must be obtained from the local Municipal Corporation or Nagar Nigam (e.g., Bhubaneswar Municipal Corporation, Cuttack Municipal Corporation).