Limited Liability Partnership

Limited Liability Partnership Registration

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Limited Liability Partnership


Limited Liability Partnership (LLP) has emerged as a favored organizational choice for Indian entrepreneurs, blending partnership benefits with corporate advantages. An LLP melds features of both partnership and company structures. Formed with a minimum of two partners under an LLP agreement, it offers limited liability to partners and perpetual succession like a company. Introduced in 2008, LLPs are governed by the Limited Liability Partnership Act, 2008 in India. A minimum of two partners are required for incorporation, with no upper limit. Among them, at least two must be designated partners, including one resident in India. Their responsibilities, as defined in the LLP agreement, encompass compliance with the LLP Act, 2008 and specified provisions.



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Why Choose Limited Liability Partnership (LLP)


  • Separate legal entity, akin to companies.
  • Minimum of two partners needed to establish LLP.
  • No upper limit on partners.
  • At least two designated partners required.
  • One designated partner must be an Indian resident.
  • Limited liability for each partner, based on contributions.
  • Low formation costs and minimal compliance.
  • No minimum capital contribution required.

Advantages of LLP:


  • Separate Legal Entity: LLP is distinct from partners, gaining stakeholders' trust.
  • Limited Partner Liability: Partners only liable for their contributions, not personal assets.
  • Cost-Efficient and Low Compliance: Formation costs and compliance are lower compared to other types of companies.
  • Flexible Capital Contribution: No minimum capital requirement for incorporation.

Disadvantages of LLP:


  • Non-Compliance Penalty: Failing to meet minimal compliance results in heavy penalties.
  • Winding Up Complexity: LLP dissolves with less than two partners for six months or inability to pay debts.
  • Limited Capital Raising: No concept of equity or shareholders, making it difficult to attract investment from venture capitalists and angel investors.

Documents Required for LLP Registration:


A. Documents of Partners:

  • PAN Card/ID Proof of Partners: Primary identification proof for all partners.
  • Address Proof of Partners: Voter’s ID, Passport, Driver’s license, or Aadhar Card.
  • Residence Proof of Partners: Recent bank statement, telephone/mobile bill, electricity/gas bill.
  • Photograph: Passport size photograph of partners (preferably on a white background).
  • Passport (for Foreign Nationals/NRIs): Compulsory for foreign nationals/NRIs; notarized or apostilled.
  • Address Proof (Foreign Nationals/NRIs): Driving license, bank statement, residence card, or government-issued ID.

If documents are not in English, provide notarized or apostilled translations.


B. Documents of LLP:

  • Proof of Registered Office Address: Submit within 30 days of incorporation.
  • For Rented Office: Rent agreement and landlord's no-objection certificate.
  • Utility Bill: Gas, electricity, or telephone bill (not older than 2 months).
  • Digital Signature Certificate: One designated partner's digital signature for authorized signatory.

LLP Forms:

  • FiLLiP: Incorporation of LLP.
  • Form 1: Reserve LLP name.
  • Form 2A: Details of designated and other partners.
  • Form 3: Information about LLP agreement.
  • Form 8: Statement of Account and Solvency.
  • Form 11: Annual Return of LLP.
  • Form 17: Conversion of a firm into LLP.
  • Form 18: Conversion of a private/unlisted public company into LLP.
  • Form 24: Striking off name of LLP.

Checklist for LLP Registration:


  • Minimum of two partners.
  • Digital Signature Certificate (DSC) for designated partners.
  • Designated Partner Identification Number (DPIN) for designated partners.
  • Unique LLP name.
  • Capital contribution by partners.
  • LLP Agreement between partners.
  • Proof of registered office.

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