About LLP Registration
Limited Liability Partnership registration FiLLiP form LLP Agreement Form 3 designated partner DIN. Forms handled: FiLLiP, Form 3 LLP Agreement, Form 8, Form 11. Legal basis: LLP Act 2008.
Plain-English glossary for this service
LLP Agreement is the written contract among the partners and between the partners and the LLP, regulating mutual rights and duties, profit sharing, capital contribution, decision rules and exit terms. It is filed in Form 3 within thirty days of incorporation and is liable to stamp duty.
Third Schedule to the LLP Act prescribes the procedure for conversion of a private company into an LLP. There must be no secured creditor and the shareholders of the company must become partners of the LLP holding the same proportion of contribution as their shareholding.
FiLLiP is the Form for Incorporation of Limited Liability Partnership — an integrated MCA web form that combines name reservation, DIN allotment for up to two designated partners and the actual incorporation filing into a single submission. It replaced the earlier Form 1 and Form 2 architecture.
Form 11 is the annual return of every LLP disclosing the position of partners and contribution as on the last day of the financial year. It is filed within sixty days of closure of the financial year and is to be certified by a company secretary in practice where contribution exceeds ₹50 lakh.
DPIN is Designated Partner Identification Number — the unique identifier earlier allotted by MCA exclusively to designated partners of an LLP. From 2011 onwards it has been merged with the Director Identification Number, so a single DIN serves both company and LLP appointments.
Section 35 of the LLP Act mandates the filing of the annual return in Form 11 within sixty days of closure of the financial year. Default attracts additional fee and penalty on the LLP and every designated partner; the section is the principal annual compliance trigger.
A professional registered under Section 247 of the Companies Act 2013 read with the Companies (Registered Valuers and Valuation) Rules, authorised to value assets, securities, or financial instruments. For LLP purposes, contribution in kind under Section 32 must be valued by a registered valuer or other notified professional and the certificate annexed to the LLP Agreement.
Annual Return is the yearly disclosure filed in Form 11 capturing the position of partners and designated partners, total contribution received and a summary of changes during the year. It is the principal annual public record of the LLP under Section 35 of the LLP Act.
LLP is a Limited Liability Partnership — a body corporate formed and registered under the LLP Act 2008 having a legal personality separate from that of its partners, perpetual succession and the capacity to hold property, sue and be sued in its own name.
ITR-5 is the income tax return form prescribed for partnership firms, LLPs and associations of persons. Every LLP must file ITR-5 electronically with digital signature; the due date is 31 July of the assessment year where audit does not apply and 31 October where audit applies.
Section 34 of the LLP Act prescribes the obligation to maintain proper books of account at the registered office and to file the Statement of Account and Solvency. The financial year ends on 31 March in every case; audit applies where the turnover or contribution thresholds are crossed.
Section 187 of the Companies Act 2013, read with the LLP framework, requires investments to be held in the name of the company or LLP itself, save in specified exceptions. The provision ensures that beneficial ownership is transparently recorded and discourages benami arrangements.
Operative provisions cited on this page
Every claim on this page can be traced back to a section or rule below.
Section 2 of the Limited Liability Partnership Act 2008 supplies the statutory dictionary that governs every later provision. The term 'limited liability partnership' is defined in clause (n) as a partnership formed and registered under the Act, while 'partner' under clause (q) means any person who becomes a partner in accordance with the LLP agreement. Clause (j) defines 'designated partner' as one named in the incorporation document or appointed subsequently under Section 7. The clause on 'LLP agreement' (clause (o)) anchors the contractual framework that regulates mutual rights and duties of partners.
View sourceSection 3 declares that a limited liability partnership is a body corporate formed and incorporated under the Act, having a legal entity separate from its partners. It enjoys perpetual succession and any change in the partners does not affect the existence, rights or liabilities of the LLP. This statutory recognition is the basis on which an LLP can own property, sue and be sued, and contract in its own name. The provision distinguishes the LLP form from a general partnership governed by the Indian Partnership Act 1932.
View sourceSection 5 prescribes that any individual or body corporate may be a partner in a limited liability partnership. However, an individual is disqualified if found of unsound mind by a competent court, is an undischarged insolvent, or has applied to be adjudicated as an insolvent and the application is pending. The provision must be read with the eligibility checks built into the FiLLiP form, where the proposed partners furnish self-declarations on disqualification along with identity and address proof.
View sourceSection 7 requires every LLP to have at least two designated partners who are individuals, at least one of whom is resident in India. A body corporate partner may nominate an individual to act as designated partner. Each designated partner must obtain a Designated Partner Identification Number (DPIN, now merged with DIN) before being so appointed. The designated partners are answerable for compliance with the Act and the LLP agreement, including filing of annual returns and statements of account.
View sourceSection 11 lays down the contents of the incorporation document and the procedure for incorporation. The document must state the name of the LLP, the proposed business, the address of the registered office, the name and address of each partner, the designated partners and the form of contribution. It is filed with the Registrar in the prescribed manner. A statement by an advocate, company secretary, chartered accountant or cost accountant engaged in the formation, and by any subscriber, that all requirements of the Act have been complied with, must accompany the filing.
View sourceSection 12 directs the Registrar, on being satisfied that the incorporation document complies with the requirements of Section 11, to retain the document, register it and issue a Certificate of Incorporation in the prescribed form. The certificate is conclusive evidence that the LLP is incorporated by the name specified. The date of incorporation mentioned in the certificate is the date from which the LLP commences as a body corporate under Section 3.
View sourceSection 13 requires every LLP to have a registered office to which all communications and notices may be addressed and where they shall be received. A document may be served by sending it by post under a certificate of posting or by registered post, or by any other manner prescribed. A change in the registered office is to be filed with the Registrar in the prescribed manner; the LLP shall be punishable with a fine for failure to comply.
View sourceSection 14 details the legal consequences of registration. From the date of incorporation mentioned in the certificate, the LLP becomes capable of suing and being sued, acquiring, owning, holding and developing or disposing of property, having a common seal if it decides to have one, and doing such other acts as bodies corporate may lawfully do. The provision cements the separation between the LLP and the personal estate of its partners, which is the substantive advantage of the form over a general partnership.
View sourceForms used in this engagement
Web service to reserve a unique name for a proposed LLP or for change of name of an existing LLP; permits two proposed names in order of preference
Integrated incorporation form that handles name reservation, allotment of DPIN/DIN for up to two designated partners and registration of the LLP in one filing
Filing of the initial LLP agreement and every subsequent supplementary deed; mandatory annexure of the duly stamped agreement
Records every appointment, cessation or modification in the particulars of a partner or designated partner along with consent of the partner
Notice intimating the change of name of the LLP whether voluntary or under direction of the Central Government
Annual statement disclosing assets, liabilities, contribution and a solvency declaration by the designated partners; audited where thresholds are crossed
Annual disclosure of partners, designated partners, contribution received and summary of partner changes during the year
Allows the LLP to intimate an address other than the registered office for service of documents and notices
Records every change in the registered office whether within the same State or to another State; consent of secured creditors and partners required for inter-State shift
Application by a partnership firm registered under the Indian Partnership Act 1932 seeking conversion into an LLP
Application by a private company or unlisted public company seeking conversion into an LLP under the Third or Fourth Schedule
Voluntary application by a defunct LLP for striking-off its name from the register
Compliance deadlines that matter
Miss any of these and the next consequence kicks in automatically.
LLP vs Partnership
Three named tax practitioners — not a faceless outsourcer
B.Com, CA Inter, GST Practitioner. 15+ years and 500+ Chennai engagements. Leads the notice-reply and CMA project-report practice.
B.Com. 15+ years in statutory and ROC compliance, partnership-firm matters, and audit-support engagements.
B.Com, M.Com. 5+ years on monthly GST returns, GSTR-2B reconciliation, and ASMT-10 first-touch responses.