How many partners are needed to register an LLP?

At least two partners, with no upper limit. At least two of the partners must be designated partners who are individuals, and at least one designated partner must be resident in India, meaning they stayed 120 days in the financial year. A company or another LLP can be a partner through an individual nominee.

What are the annual filings for an LLP?

Two forms every year, even if the LLP did no business. Form 11, the annual return of partners and contribution, is due by 30 May. Form 8, the statement of account and solvency, is due by 30 October. Each attracts an additional fee if late: a multiple of the normal filing fee — 1× to 15× for small LLPs (1× to 30× for others) depending on the delay, plus ₹10 a day (₹20 for other LLPs) after 360 days. The LLP also files its income-tax return, and designated partners must keep their DIN KYC current.

Does an LLP need an audit?

Only above the limits. Under rule 24(8) of the LLP Rules, an LLP whose turnover in the year does not exceed ₹40 lakh, or whose contribution does not exceed ₹25 lakh, does not need a statutory audit. Above both limits, a chartered accountant must audit the accounts. A separate tax audit may still apply under income-tax law.

Is an LLP better than a private limited company?

It depends on your plans. An LLP costs less to run, has no board meetings or AGMs, and its profits are not taxed again when partners withdraw them. A private limited company is better if you want equity investors, ESOPs or a share-based exit, because LLPs cannot issue shares. Many service businesses and professional firms prefer LLPs; startups planning to raise venture capital usually register companies.

Business registration & legal

LLP Registration in India (2026): FiLLiP, Fees, LLP Agreement and Annual Filings

Q: When is the LLP agreement due?

The LLP agreement must be signed, stamped and filed with the Registrar in Form 3 within 30 days of incorporation. If you miss it, an additional fee applies: a multiple of the normal filing fee — 1× to 15× for small LLPs (1× to 30× for others) depending on the delay, plus ₹10 a day (₹20 for other LLPs) after 360 days. Until a valid agreement exists, the default rules in the First Schedule of the LLP Act govern profit sharing and partners' rights.

LLP registration in 2026: RUN-LLP and FiLLiP on MCA, designated partners, fees by contribution, LLP agreement in Form 3, Form 8 and 11 deadlines, LLP vs Pvt Ltd.

Edited by Sumeet YadavFounder & editor, MSMETOOLS · fact-checked against official sources

Updated October 2026 Verified against official sources 7 October 2026 17 min read

LLP registration in India — FiLLiP, fees and annual filings — MSMETOOLS guide cover

Contents (9)

1. What an LLP is and who should consider one
2. Step 1: Choose and reserve the name with RUN-LLP
3. Step 2: File FiLLiP to incorporate
4. LLP registration fees: the official slabs
5. Step 3: The LLP agreement and Form 3
6. Annual compliance: Form 11, Form 8, audit and tax
7. LLP vs private limited company vs partnership firm
8. Common mistakes and how to fix them
9. What to do next

A limited liability partnership (LLP) gives partners the flexibility of a partnership with the liability shield of a company. Each partner's exposure is limited to their agreed contribution, and the LLP survives changes in partners. Registration is done online with the Ministry of Corporate Affairs (MCA) under the Limited Liability Partnership Act, 2008. This guide is for professionals, consultants, family businesses and small traders deciding whether an LLP is right for them. It walks through who can be a partner, the RUN-LLP and FiLLiP forms, the official fee slabs, the LLP agreement in Form 3, the annual Form 8 and Form 11 filings and how an LLP compares with a private limited company.

Quick answer

Get DSCs for the designated partners, reserve a name with RUN-LLP on mca.gov.in, then file FiLLiP to incorporate. The fee depends on contribution: ₹500 up to ₹1 lakh, rising to ₹5,000 up to ₹25 lakh. Within 30 days of incorporation of incorporation, file the stamped LLP agreement in Form 3. After that, file Form 11 by 30 May and Form 8 by 30 October every year.

Minimum 2 partners; at least 2 designated partners who are individuals
One designated partner must be resident in India (120 days in the financial year)
Late Form 3, 4, 8 or 11 costs a multiple of the normal filing fee — 1× to 15× for small LLPs (1× to 30× for others) depending on the delay, plus ₹10 a day (₹20 for other LLPs) after 360 days
No statutory audit if turnover is up to ₹40 lakh or contribution up to ₹25 lakh

What an LLP is and who should consider one

An LLP is a body corporate with its own legal identity, separate from its partners. It can own property, enter contracts and sue in its own name. A partner is not personally liable for another partner's wrongful act or misconduct, and the LLP's debts are paid from its own assets. The partners' contribution, which can be cash, property or services, is what is at risk. That is the core difference from a traditional partnership firm under the Indian Partnership Act, where every partner is jointly and severally liable for the firm's debts without limit.

The structure suits service firms such as CA, CS, law, architecture and consulting practices, and agencies. It also suits family businesses that want clear exit and admission rules without board meetings, and small trading or manufacturing units owned by two or three people who do not plan to raise equity. It is a poor fit for a startup that will issue shares to angel or VC investors or run an ESOP plan: an LLP has no shares, so investors cannot hold equity in the usual way. For those founders, see our private limited company registration guide.

Who can be a partner. Any individual or body corporate (a company, another LLP or a foreign company) can be a partner. A minor, a person of unsound mind, an undischarged insolvent or someone convicted of certain offences cannot. There must be at least two partners, and there is no maximum.

Designated partners. Every LLP needs at least two designated partners who are individuals. At least one of them must be resident in India, which since the LLP (Amendment) Act, 2021 means staying in India for 120 days in the financial year. Designated partners are responsible for filings and compliance and are the first in line for penalties. A body-corporate partner can nominate an individual to act as designated partner. Every designated partner needs a DIN (called DPIN in older LLP documents) and a DSC.

LLP registration at a glance (2026)

₹500

FiLLiP fee

contribution up to ₹1 lakh

30 days of incorporation

LLP agreement (Form 3)

from incorporation

Up to 15×

Late fee per form (small LLP)

Multiple of the normal fee; Forms 3, 4, 8 and 11

3 months

Name reservation

RUN-LLP approval

Step 1: Choose and reserve the name with RUN-LLP

The name must end with "LLP" or "Limited Liability Partnership". The tests are broadly the same as for companies. The name must not be identical to, or too nearly resemble, an existing LLP, company or registered trademark. It must not be undesirable, and it cannot use words implying government patronage without approval. When you file FiLLiP, the declaration states that the name does not clash with any partnership firm, LLP, body corporate or trademark. So run MCA's Check Company/LLP Name service and an IP India trademark search before you apply.

RUN-LLP is used for a new incorporation, for converting a firm or a private or unlisted public company into an LLP, and for changing an existing LLP's name. You can propose two names and must pick NIC activity codes. Run Auto Check to see name and trademark similarity alerts before you pay. An approved name is reserved for 3 months, so plan to file FiLLiP within that window. The fee for RUN-LLP is shown on MCA's Enquire Fees page.

You can skip RUN-LLP and apply for the name directly inside FiLLiP. That saves a step, but if the name is refused, the whole incorporation application comes back for resubmission. For a name with any risk of similarity, reserving it separately first is the safer route.

Step 2: File FiLLiP to incorporate

FiLLiP ("Form for incorporation of Limited Liability Partnership") is the incorporation document under section 11 of the Act. In MCA21 V3 it is a web form. MCA's portal states that it must be filed from a Professional user role, meaning a practising Chartered Accountant, Company Secretary or Cost Accountant. A login with a Company or LLP user role cannot submit it. In practice, almost every LLP is incorporated through a professional.

How to register an LLP on MCA

1
Get DSCs for the designated partners
Each proposed designated partner needs a Class 3 DSC. Partners who already hold a DIN quote it; others apply for DIN inside FiLLiP.
2
Reserve the name (optional but recommended)
File RUN-LLP with up to two names and NIC codes. Run Auto Check, pay and wait for approval.
Open RUN-LLP
3
Prepare FiLLiP
Enter the registered office, business activity, total contribution and each partner's contribution, partner and designated partner details, and PAN/TAN information. Attach the subscribers' sheet with partner consents and the office proofs.
Tip: Contribution entered here sets your fee slab, and later your annual filing fees.
4
Sign and pay
Designated partners and the certifying professional sign with DSCs. Pay the fee by contribution slab, plus state stamp duty where collected through MCA.
Open FiLLiP
5
Receive the certificate of incorporation
On approval the Registrar issues the certificate with the LLPIN. PAN and TAN are allotted through CBDT using the designated partner shown as authorised representative.
6
Sign and file the LLP agreement (Form 3)
Execute the agreement on stamp paper as your state requires and file it in Form 3 within 30 days of incorporation of incorporation.

Documents. You will need PAN and Aadhaar or another identity proof for each Indian partner, recent address proof (a bank statement or utility bill), photographs, and passport plus apostilled or notarised proofs for foreign partners. For the registered office you need a utility bill not older than two months, the rent agreement and an NOC from the owner. A corporate partner also needs its certificate of incorporation and a board resolution nominating its representative. The usual rejection reasons are the same as for companies: an address-proof mismatch, an old utility bill, an NOC missing or not signed by the owner, and illegible scans.

Office towers of Cyber City in Gurugram, Haryana — Consultancies, agencies and professional firms are the classic LLP users. Limited liability without board meetings or AGMs suits partner-run service businesses.· Image: Daksh Sammi (CC BY-SA 4.0)

LLP registration fees: the official slabs

Fees are set in Annexure A of the LLP Rules, 2009, substituted with effect from 1 April 2022. Incorporation fees and the normal fee for later forms (including Form 3, Form 8 and Form 11) both go up with the LLP's total contribution:

Total contribution	FiLLiP incorporation fee	Filing fee per form (Form 3, 8, 11 etc.)
Up to ₹1 lakh	₹500	₹50
₹1 lakh – ₹5 lakh	₹2,000	₹100
₹5 lakh – ₹10 lakh	₹4,000	₹150
₹10 lakh – ₹25 lakh	₹5,000	₹200
₹25 lakh – ₹1 crore	₹10,000	₹400
Above ₹1 crore	₹25,000	₹600

Worked example. Two architects in Mumbai form an LLP with a total contribution of ₹1 lakh, ₹50,000 each in cash. The FiLLiP fee is ₹500. Each later Form 3, 8 or 11 costs ₹50 if filed on time. Maharashtra stamps LLP and partnership instruments under article 47 of its Stamp Act. When the cash contribution is above ₹50,000, the duty is ₹500 for every ₹50,000 or part of it, capped at ₹50,000 since an October 2024 amendment. So a ₹1 lakh contribution means about ₹1,000 of duty on the agreement. Their government outlay is therefore roughly ₹1,500 plus the RUN-LLP fee. DSCs for two partners typically cost ₹3,000 to ₹6,000, and professional fees are commonly ₹5,000 to ₹12,000 in metros. Both are market estimates, not official figures.

If the same two partners had declared ₹30 lakh of contribution, the FiLLiP fee would jump to ₹10,000. Every annual form would cost ₹400, and the stamp duty and audit position would change too. Contribution can be increased later through a supplementary agreement and Form 3. So many LLPs start with a modest figure and raise it when the business needs it.

Stamp duty in other states. Duty on the LLP agreement is a state levy and the rates vary widely. Some states charge a flat amount and others a percentage of capital with a cap, as Maharashtra does. Check your state's Stamp Act schedule or e-stamping portal (such as SHCIL e-stamp) before you execute the agreement. An under-stamped agreement is not admissible as evidence until the deficit and penalty are paid.

Why the contribution figure matters

Step 1

Total contribution declared

Step 2

FiLLiP fee slab

₹500 to ₹25,000

Step 3

Fee on every later form

₹50 to ₹600

Step 4

Stamp duty on agreement

state rate

Step 5

Audit and small-LLP status

₹25 lakh test

Step 3: The LLP agreement and Form 3

The LLP agreement sets out the partners' mutual rights and duties and their relationship with the LLP. Section 23 of the Act requires the agreement, and any change to it, to be filed with the Registrar. MCA's Form 3 FAQ says the first filing is due within 30 days of incorporation of incorporation, and each later change within 30 days of the change. If there is no agreement, or it is silent on a point, the First Schedule of the Act applies. That schedule gives every partner an equal share of capital and profits, which is rarely what the partners intended.

Form 3 captures the agreement's key clauses in a structured way. Your agreement should cover at least:

Contribution of each partner and how further contribution will be called.
Profit and loss sharing ratio, and partners' remuneration and interest on capital. The tax deduction for these depends on the agreement authorising them.
Rights and duties of partners and designated partners, and any restrictions on a partner's authority.
Decisions needing the consent of all partners or a set majority.
Procedure for meetings and how decisions are recorded.
Admission, retirement, cessation, expulsion and resignation of partners, including how a leaving partner is paid out.
Indemnity clause and dispute resolution, both between partners and between a partner and the LLP.
Duration of the LLP, if any, and voluntary winding up.

The agreement is executed on non-judicial stamp paper or e-stamp paper at the rate your state prescribes. All partners sign it, and it is attached to Form 3. Missing the 30-day window is the single most common LLP penalty. Since April 2022 the additional fee is a multiple of the normal filing fee — 1× to 15× for small LLPs (1× to 30× for others) depending on the delay, plus ₹10 a day (₹20 for other LLPs) after 360 days, so the cost climbs steeply the longer you wait — see our LLP annual filing guide for the full slab table.

Professional working at a desk with a laptop and printed documents — Draft the LLP agreement while FiLLiP is being processed, so it can be stamped, signed and filed in Form 3 within 30 days of incorporation.· Image: Shixart1985 (CC BY 2.0)

Annual compliance: Form 11, Form 8, audit and tax

An LLP's annual compliance is lighter than a company's, but it is not optional. MCA's system levies the additional fee automatically, and an LLP that does not file for a long time can be struck off.

The LLP compliance year

1 April – 31 March

Financial year; books of account kept on cash or double-entry basis at the registered office

30 May

Form 11 annual return: partners, designated partners and contributions as on 31 March

30 June (every 3 years)

DIN KYC intimation for designated partners under the 2026 triennial cycle

July–October

Income-tax return; the due date depends on whether a tax audit applies, so check the current year's date on the e-filing portal

30 October

Form 8 statement of account and solvency, with income and expenditure

Within 30 days of any change

Form 3 for agreement changes, Form 4 for partner changes

Form 11 is the annual return. It lists every partner's obligation of contribution and the amount actually received, the summary of partners and designated partners, and any penalties or compounded offences. Where turnover exceeds ₹5 crore or contribution exceeds ₹50 lakh, a practising company secretary must certify it. Form 8 declares whether the LLP is solvent and includes the statement of assets and liabilities and the income and expenditure for the year. Designated partners sign it, and the certification block on the form takes a practising professional's or the auditor's details.

Audit. Rule 24(8) exempts an LLP from statutory audit if its turnover does not exceed ₹40 lakh, or its contribution does not exceed ₹25 lakh. An LLP with ₹60 lakh of turnover but only ₹10 lakh of contribution therefore needs no audit under the LLP Rules. Check separately whether income-tax law requires a tax audit at your turnover.

Small LLPs. Since the 2021 amendment, an LLP with contribution up to ₹25 lakh and turnover up to ₹40 lakh is a "small LLP". Small LLPs get lower penalties for some defaults, and certain filing fees in the 2022 fee table are set lower for them.

Income tax. An LLP is taxed like a partnership firm at 30% (plus surcharge and cess). A 12% surcharge applies when income exceeds ₹1 crore, and 4% cess is added on top. Interest on capital and remuneration to working partners are deductible within the limits set by income-tax law, provided the LLP agreement authorises them. The partners' share of profit is exempt in their hands. The partners themselves pay tax on the remuneration and interest they receive.

LLP vs private limited company vs partnership firm

LLP vs private limited company vs registered partnership

Point	LLP	Private limited company	Partnership firm
Law	LLP Act, 2008	Companies Act, 2013	Indian Partnership Act, 1932
Liability	Limited to contribution	Limited to unpaid share capital	Unlimited, joint and several
Minimum owners	2 partners (2 designated partners)	2 shareholders and 2 directors	2 partners
Maximum owners	No limit	200 members	50 partners
Registration	MCA (FiLLiP)	MCA (SPICe+)	State Registrar of Firms
Equity investment / ESOPs	Not possible (no shares)	Yes	No
Annual filings	Form 11, Form 8	AOC-4, MGT-7/7A, AGM, board meetings	None with the Registrar
Statutory audit	Only above ₹40 lakh turnover and ₹25 lakh contribution	Always	No (tax audit only if applicable)
Income-tax rate	30% + surcharge/cess	22% concessional option or normal rates (plus surcharge/cess)	30% + surcharge/cess

Law

LLP: LLP Act, 2008
Private limited company: Companies Act, 2013
Partnership firm: Indian Partnership Act, 1932

Liability

LLP: Limited to contribution
Private limited company: Limited to unpaid share capital
Partnership firm: Unlimited, joint and several

Minimum owners

LLP: 2 partners (2 designated partners)
Private limited company: 2 shareholders and 2 directors
Partnership firm: 2 partners

Maximum owners

LLP: No limit
Private limited company: 200 members
Partnership firm: 50 partners

Registration

LLP: MCA (FiLLiP)
Private limited company: MCA (SPICe+)
Partnership firm: State Registrar of Firms

Equity investment / ESOPs

LLP: Not possible (no shares)
Private limited company: Yes
Partnership firm: No

Annual filings

LLP: Form 11, Form 8
Private limited company: AOC-4, MGT-7/7A, AGM, board meetings
Partnership firm: None with the Registrar

Statutory audit

LLP: Only above ₹40 lakh turnover and ₹25 lakh contribution
Private limited company: Always
Partnership firm: No (tax audit only if applicable)

Income-tax rate

LLP: 30% + surcharge/cess
Private limited company: 22% concessional option or normal rates (plus surcharge/cess)
Partnership firm: 30% + surcharge/cess

The choice usually comes down to two questions. Will you raise equity? Then form a company. Do you want limited liability with minimal paperwork? Then an LLP is likely the better fit. A registered partnership firm is the cheapest to set up and run, but the partners' personal assets remain exposed. Existing firms and private companies can convert into an LLP. The conversion is filed with MCA after a RUN-LLP name application and transfers the assets and liabilities to the LLP.

Common mistakes and how to fix them

Missing Form 3. Partners often assume the LLP agreement is optional, or that FiLLiP covered it. It is not, and the additional fee starts on day 31. If you are late, file immediately: the multiple steps up at 15, 30, 60, 90, 180 and 360 days, and there is no waiver unless MCA announces a special scheme.

Choosing a contribution figure carelessly. Contribution drives the incorporation fee, every annual filing fee, stamp duty and small-LLP status. Declaring ₹50 lakh "for credibility" costs real money every year.

Partner changes without Form 4. When a partner joins or leaves, file Form 4 within 30 days. Also file Form 3 if the agreement changes. Until the Registrar's records are updated, a retiring partner may still be treated as a partner by outsiders.

Ignoring dormant-year filings. An LLP that has stopped trading must still file Form 8 and Form 11. If you have no plans to restart, apply to strike off the name (Form 24) once all dues are filed, rather than letting late fees pile up.

Forgetting GST, Udyam and payroll registrations. These are separate. Register for GST once you cross the threshold or sell inter-state goods. Apply for Udyam with the LLP's PAN. Register for EPF and ESIC when your headcount crosses the thresholds; see our ESIC registration guide.

Official links

What to do next

Shortlist names with our business name generator and check them on MCA. Agree the contribution and profit-sharing ratio with your partners before anyone files anything, and estimate your first-year costs with the startup cost calculator. Then line up DSCs and a professional to file FiLLiP. Have the LLP agreement drafted while the application is processing, so it can be stamped and filed in Form 3 well inside the 30 days.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

The FiLLiP incorporation fee depends on the total partner contribution: ₹500 up to ₹1 lakh, ₹2,000 up to ₹5 lakh, ₹4,000 up to ₹10 lakh and ₹5,000 up to ₹25 lakh. On top of that you pay the name reservation fee, your state's stamp duty on the LLP agreement, DSCs and professional fees.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 7 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1.FiLLiP — Incorporation of LLP (web form) — Ministry of Corporate Affairs · accessed 7 October 2026
2.RUN-LLP (Reserve Unique Name) — Ministry of Corporate Affairs · accessed 7 October 2026
3.Revised filing steps and FAQs of Form 3 LLP — Ministry of Corporate Affairs · accessed 7 October 2026
4.Form 11 — Annual Return of LLP; Form 8 — Statement of Account & Solvency — Ministry of Corporate Affairs · accessed 7 October 2026
5.Limited Liability Partnership (Amendment) Rules, 2022 — fee table — ClearTax · accessed 7 October 2026
6.Annual filing of LLP for FY 2024-25 — TaxGuru · accessed 7 October 2026
7.Limited Liability Partnership (Amendment) Act, 2021 — Lawrbit · accessed 7 October 2026
8.Small LLP — meaning, definition and legal basis — Setindiabiz · accessed 7 October 2026
9.Income-tax rates — AY 2026-27 — CAalley · accessed 7 October 2026

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