LLP Registration in Sikkim

A Limited Liability Partnership (LLP) gives entrepreneurs in Sikkim the ability to separate their personal assets from business liabilities. Under the LLP Act, 2008, an LLP is a separate legal entity. This means it allows one to sign contracts, own property, and continue operating even if partners change.

Sikkim is rapidly evolving as an investment and enterprise-friendly state. As the world’s first fully organic state, it boasts strong agriculture and agro-processing potential. With growing sectors like eco-tourism, organic farming, handicrafts, and renewable energy, Sikkim offers diverse opportunities for entrepreneurs.

Entrepreneurs in Sikkim may prefer LLP incorporation for several key reasons:

• Limited Liability: Personal assets are safeguarded, reducing risk for owners.
• Operational Flexibility: Partners can determine how the business is managed and run. This is ideal in evolving sectors like eco-tourism, organic agro-business, or handicrafts.
• Low Capital Requirement: Useful for small-scale or startup ventures such as organic processing units, handicraft workshops, or homestays.
• Business Continuity: The LLP structure ensures continuity even if partners change. This is helpful when scaling or expanding in sectors like floriculture or renewable energy.
• Less Compliance: Compared to a full company, LLPs need simpler formalities. This makes LLP company registration beneficial for small or medium entrepreneurs.
• Credibility: A registered LLP improves trust among banks, investors, suppliers, and clients. This is helpful for agro-exports, tourism ventures, or service businesses.
• Scalability & Diversity: As Sikkim’s economy is diverse, an LLP lets you easily add partners, pivot, or expand across sectors.

Given Sikkim’s push toward entrepreneurial support and organic agriculture, forming an LLP is a practical and future-ready choice for new businesses.

Sikkim is emerging as one of India’s most promising states for new enterprises, especially in organic agriculture, tourism, hydropower, and allied green industries. According to recent official data, the state’s GSDP (Gross State Domestic Product) at current prices is projected to reach Rs. 0.57 trillion in FY26. With such growth, Sikkim presents a favourable environment for entrepreneurs using the flexible LLP structure.

Here’s how Sikkim’s strengths align well with LLP-based businesses:

1. Diverse Economic Base & Emerging Growth Sectors

• Sikkim is India’s first fully organic-certified state. This unique status boosts its credibility in agriculture, horticulture, agro-processing, and organic exports.
• The state’s industrial landscape, including sectors like tourism, hydroelectric power, and handicrafts, provides multiple avenues for entrepreneurs.
• Hydropower is a major strength in the state. As of March 2025, Sikkim had a total installed power generation capacity of 782.48 MW.

This diversity means entrepreneurs can choose from multiple business ideas, including organic farming, renewable-energy services, and handicrafts. As LLPs offer a flexible structure to support such variety, their popularity is increasing.

2. Strong Tourism & Service-Sector Momentum

• Tourism contributes nearly 10% of Sikkim’s GSDP. This underlines how vital the sector has become for the state’s economy.
• As per the state government, in 2022-23, Sikkim welcomed around 2 million tourists, up sharply from about 0.7 million in 2015.
• The state government is increasingly focusing on eco-tourism, homestays, wellness tourism, cultural/hill-tourism, and sustainable travel. This enhances the potential for small businesses in hospitality, travel services, local crafts, and guiding, etc.

For small entrepreneurs, an LLP offers limited liability, simple structure, and low compliance overhead, making it ideal for nimble ventures.

3. Policy Support, Incentives, & Investment Push

• The recently updated Sikkim Industrial and Investment Policy 2024 aims to attract investment across agriculture, agro-processing, green infrastructure, and small industries.
• The state is actively promoting industries like agro-horti processing, herbal/pharma, bamboo / forest-based enterprises, and handicrafts under its policy framework. This presents a favourable regulatory and incentive environment.

Due to its light compliance, an LLP becomes particularly attractive for entrepreneurs who want to leverage these benefits.

Registering an LLP in Sikkim is a process governed by the Ministry of Corporate Affairs (MCA) under the LLP Act, 2008. To ensure smooth incorporation, applicants must meet the following eligibility requirements:

• Minimum Partners: An LLP must have at least two partners to start. There is no upper limit on the number of partners.
• Designated Partner Requirements: At least two partners must be Designated Partners (DPs), responsible for compliance and filings. Out of these, one DP must be a resident of India, meaning they must have stayed in India for a minimum of 120 days in the previous financial year.
• Eligible Partners: Both individuals and corporate entities (companies, LLPs, or foreign bodies corporate) can become partners in a Sikkim-based LLP.
• DSC: Every Designated Partner must obtain a Digital Signature Certificate (DSC) to sign incorporation documents and forms on the MCA portal digitally.
• DIN/DPIN Requirement: All DPs must hold a valid Director Identification Number (DIN) or Designated Partner Identification Number (DPIN) issued by the MCA.
• Unique Name Requirement: Your LLP name must be distinct and not identical or too similar to an existing company, LLP, or registered trademark. Name reservation can be done easily through the RUN-LLP service on the MCA website.
• LLP Agreement: Partners must prepare and file an LLP Agreement within 30 days of incorporation. This document outlines partnership terms, duties, rights, and profit-sharing arrangements.
• Foreign Partner Eligibility (FEMA Compliance): Foreign nationals and foreign entities can also become partners in an LLP registered in Sikkim. They must, however, comply with FEMA regulations and ensure that the investment falls under a sector where 100% FDI is allowed under the automatic route.
• Capital Requirement: There is no minimum capital requirement to start an LLP in Sikkim. Contributions can be made through:
  • Cash
  • Tangible or intangible assets
  • Intellectual property
  • Services or other benefits agreed upon mutually by partners

As long as the partners meet MCA’s requirements regarding residency, identification, and compliance, any eligible individual or entity can register an LLP in Sikkim.

LLP registration in Sikkim is completed online through the MCA portal (mca.gov.in). You can complete the whole process from your system by uploading documents, submitting forms, and signing electronically.

Here’s how you can register your LLP step-by-step:

Step 1: Get DSC for All Partners

You need a DSC to sign all LLP forms online.

• Make sure each designated partner gets a Class 3 DSC.
• You can easily obtain it from licensed authorities such as e-Mudhra, Sify, or NSDL.

Step 2: Apply for DIN/DPIN

The MCA recognizes each designated partner only after it allots a DPIN.

• While filing the FiLLiP form, you can apply for a DPIN for up to two partners instantly.
• If you have more than two designated partners, you’ll file Form DIR-3 separately.

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

Next, you need to reserve your LLP name.

• File the RUN-LLP form with the Registrar of Companies (ROC), Kolkata, which covers Sikkim.
• You can propose two names at a time.
• Make sure the name is unique and doesn’t match any existing company, LLP, or trademark.
• You can resubmit once if the ROC rejects your proposed name.

Tip: Use RegisterKaro’s free company name search tool before filing to avoid name rejections.

Step 4: File Consent of Partners (Form 9)

You must take formal consent from all designated partners.

• Each partner needs to sign Form 9, confirming they are eligible under the LLP Act.
• Attach this form when you file the FiLLiP.

Step 5: File the LLP Incorporation Form (FiLLiP)

After securing name approval and partner consents, you can file the FiLLiP form.

• This form helps you incorporate the LLP and get DPINs for two partners simultaneously.
• You’ll attach all required documents, including:
  • Registered office proof
  • Identity proofs of partners
  • Address proofs of partners

Step 6: Draft & File the LLP Agreement

Once the LLP is incorporated, you must draft the Agreement that governs your firm.

• Clearly define roles, duties, capital contributions, and profit-sharing.
• Execute the agreement on Sikkim-specific stamp paper.
• File Form 3 with the ROC within 30 days of incorporation.

Step 7: Receive the COI

The ROC verifies your application and then issues the Certificate of Incorporation (COI). This document confirms your LLP’s official legal existence in Sikkim.

Step 8: Apply for PAN & TAN

To make your LLP tax-ready, you must apply for:

• PAN
• TAN

You can use the NSDL or UTIITSL platforms to complete this step.

The entire process of registering an LLP in the region takes around 10-15 days.

Note: If you don’t file your LLP Agreement within the deadline, your LLP will automatically follow Schedule I of the LLP Act, 2008, which may not match how you want to run your business.

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

From the Partners

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

For Foreign Nationals/NRIs (if applicable)

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

Proof of Registered Office Address in Sikkim

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

The cost of LLP registration in Sikkim depends on stamp duty, government charges, and professional fees. Below is a clear breakdown of the fees and penalties you should know before registering your LLP:

Stamp Duty for LLPs in Sikkim

As per the MCA, the stamp duty rates in Sikkim are as follows:

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 Sikkim

LLPs in Sikkim must comply with the LLP Act, 2008, and MCA regulations. Authorities impose penalties and extra fees if companies fail to meet filing or compliance requirements.

By evaluating the LLP registration fees in advance, you can streamline the process and focus on building your LLP without financial surprises.

After registering your LLP in Sikkim, you must actively meet annual and event-based compliances to stay compliant and avoid penalties. Here is a list of LLP annual compliances:

• File Annual Returns (Form 11): You must file Form 11 with the ROC every year within 60 days of the financial year-end (by May 30). This form shows details of all partners and their contributions.
• Submit Statement of Account and Solvency (Form 8): File Form 8 by October 30. This form declares your LLP’s financial position and solvency.
• File Income Tax Return (Form ITR 5): File the LLP’s income tax return every year in Form ITR 5. If your turnover or capital contribution crosses Rs. 40 lakh and Rs. 25 lakh, respectively, you must also get a tax audit.
• File LLP Agreement (Form 3): Submit the LLP Agreement to the ROC Kolkata in Form 3 within 30 days of incorporation. If you delay, you pay heavy penalties.
• Comply with Event-Based Filings: File the correct forms when events occur, such as:
  • File Form 4 for a change in partners/designated partners.
  • File Form 15 for a change in registered office.
  • File Form 3 for an amendment to the LLP Agreement.
  • File Form 5 for the change of LLP name.
• Follow Local Compliances in Sikkim:
  • Register for Professional Tax and file returns with the state authorities.
  • Obtain GST registration if your turnover exceeds Rs. 40 lakh (Rs. 20 lakh for services) or if you do interstate supply.
  • Register your office under the Sikkim Shops and Establishments Act, which is mandatory for all business premises.