Formation of LLP in India
Incorporation, designated partner registration and a properly drafted LLP agreement, filed on time.
Limited Liability With Partnership Flexibility
The formation of an LLP in India is governed by the Limited Liability Partnership Act, 2008. An LLP is a body corporate with a legal identity separate from its partners and perpetual succession, so it continues regardless of changes in partners. Liability is limited to each partner’s agreed contribution, and no partner is liable for another partner’s independent wrongdoing.
What makes the LLP attractive is that it achieves this without importing the full governance machinery of a company. There is no requirement for board meetings, no share capital to maintain, and internal arrangements are set by agreement between the partners rather than dictated by statute.
That flexibility is also where LLPs go wrong. The LLP agreement is the entire constitution of the firm – profit sharing, management rights, admission and exit of partners, dispute resolution. A thin agreement causes real problems the first time partners disagree. We draft it properly and file it within the statutory window.
What LLP Incorporation Involves
LLP incorporation runs through the MCA portal and follows a defined sequence.
- Designated partners – an LLP must have at least two designated partners who are individuals, and at least one of them must be a resident of India as defined in the LLP Act.
- Digital signatures – class 3 DSCs for the designated partners, used to sign the incorporation forms.
- DPIN – the designated partner identification number, allotted through the incorporation application for partners who do not already hold a DIN or DPIN.
- Name reservation – the proposed name is checked against existing companies, LLPs and trade marks, and must end with LLP or Limited Liability Partnership.
- FiLLiP – the incorporation form for LLPs, filed with the subscriber sheet and registered office proof.
- LLP agreement – executed on stamp paper of the value prescribed by the relevant state and filed with the Registrar in the prescribed form within thirty days of incorporation.
Missing the thirty-day window for filing the LLP agreement attracts additional fees that accrue for as long as the default continues, so it is the deadline we watch most closely after incorporation.
Our LLP Formation Services
Partner Structuring
Contributions, profit-sharing ratios and management roles worked out and documented before incorporation, including which partners are designated partners.
Name Reservation
Availability checked against the MCA register and trade mark records, with alternatives held in reserve so a rejection does not delay the filing.
DSC and DPIN
Digital signature certificates arranged for each designated partner, and DPIN obtained through the incorporation application itself.
FiLLiP Filing
The incorporation application prepared and filed with subscriber sheets and registered office proof, and Registrar queries handled directly.
LLP Agreement Drafting
A full agreement covering profit sharing, decision-making, admission and retirement of partners and dispute resolution, executed on the correct stamp paper and filed within thirty days.
Annual LLP Compliance
The annual return and the statement of account and solvency filed each year, along with the LLP income tax return and audit where thresholds are crossed.
The LLP Formation Process Step by Step
Step 1 – Partner and Contribution Discussion
We establish who the partners are, what each is contributing in money or kind, how profits will be shared and who will hold day-to-day authority. These answers drive both the incorporation forms and the agreement.
Step 2 – Digital Signatures and Name Approval
Class 3 digital signatures are obtained for the designated partners and the proposed name is checked and reserved through the MCA portal.
Step 3 – Filing FiLLiP
The incorporation application is filed with subscriber sheets, consents and registered office documents. DPIN is applied for within the same form for partners who need one.
Step 4 – Drafting and Filing the LLP Agreement
Once the certificate of incorporation is issued, the agreement is executed on stamp paper of the value prescribed in your state and filed with the Registrar within thirty days.
Step 5 – Registrations and Ongoing Compliance
PAN and TAN, GST registration where applicable, a bank account in the LLP’s name, and a calendar for the annual filings that follow.
Documents Required to Form an LLP
- PAN and Aadhaar for each Indian partner, and passport for any foreign national partner, notarised or apostilled as required
- Recent bank statement or utility bill as address proof for each partner
- Passport-size photographs
- Proof of the registered office – a utility bill together with the owner’s no-objection certificate, and the rent agreement where the premises are leased
- Consent of each designated partner to act
- Details of contributions and the agreed profit-sharing ratio
Names must match exactly across documents. Small inconsistencies between PAN and Aadhaar records are a frequent cause of resubmission.
Why Choose MPVD & Associates to Form Your LLP
Plenty of providers will file FiLLiP for you. Fewer will spend time on the LLP agreement, which is the document that actually determines how the firm runs and what happens when partners disagree.
- Agreements drafted around your arrangement. Profit sharing, authority limits, exit terms and deadlock provisions addressed specifically rather than left to the default rules.
- The thirty-day deadline met. We treat the agreement filing as part of the incorporation engagement, not as an afterthought.
- Chartered Accountants throughout. The same firm handles the LLP’s accounts, tax return and audit if it becomes applicable.
- Support across India. Kolkata-based, with stamp duty requirements handled correctly for the state in which the agreement is executed.
If you are still comparing structures, our page on the limited liability partnership in India sets out how the LLP works and who it suits, and Pvt Ltd company registration covers the alternative.
Frequently Asked Questions
Our experienced company audit and taxation professionals help you navigate complex tax laws and regulatory requirements. Contact us today to schedule a consultation.
Ready to Form Your LLP?
Tell us who the partners are and what each will contribute. We will confirm the designated partner requirements, check your proposed name and handle incorporation and the agreement as a single engagement.