How to Register an LLP in India: FiLLiP, LLP Agreement and Timeline

The LLP registration process involves obtaining digital signatures, securing a name, filing FiLLiP with the Ministry of Corporate Affairs (MCA), and filing the stamped LLP agreement in Form 3 within 30 days of incorporation. An LLP needs at least two partners and two individual designated partners, including one resident in India. Straightforward applications usually take 10–20 working days, but document gaps, name objections and Registrar queries can extend this estimate.

What are the minimum requirements for an LLP?

An LLP requires two partners, two eligible designated partners, an Indian registered office and agreed contributions, but no minimum capital.

Registration is governed by the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009.

Requirement	Applicable position
Partners	At least two; no statutory maximum
Eligible partners	Individuals or bodies corporate, subject to eligibility requirements
Designated partners	At least two individuals; eligible nominees may represent body-corporate partners
Resident designated partner	At least one must have stayed in India for at least 120 days during the financial year
Capital	No statutory minimum contribution
Registered office	An address in India supported by occupancy and address documents
Digital signatures	Arrange Class 3 DSCs for designated partners who will sign MCA filings

The original 182-day residency test is outdated. The applicable test is 120 days under Sec. 7 LLP Act. LLP residency should not be confused with income-tax or FEMA residency.

Which documents should you prepare?

Prepare identity, address, office and contribution documents before starting the MCA application.

The usual checklist includes:

• PAN and identity proof for Indian partners, commonly Aadhaar where applicable.
• Passport for foreign nationals, with other prescribed identity and address evidence.
• Recent residential address proof, such as a bank statement or utility bill.
• Registered-office utility bill not older than two months.
• Ownership or occupancy evidence, including a rent agreement where applicable and the owner’s no-objection certificate.
• Proposed names, business activities, contribution amounts and profit-sharing ratios.
• Consent to act as designated partner and relevant authorisations for body-corporate partners.

Foreign documents may require notarisation, apostille or consular authentication, depending on their place of execution. Names and addresses should match across supporting documents and MCA records.

How does the LLP registration process work?

The incorporation sequence is DSC preparation, name clearance, FiLLiP approval and post-incorporation agreement filing.

1. Obtain and associate DSCs

Obtain Class 3 digital signatures and complete the necessary MCA account and DSC association steps. An existing valid DSC can generally be used after checking its compatibility and registration.

2. Reserve or apply for the name

RUN-LLP is optional, not a compulsory separate step. You can reserve a name through RUN-LLP or seek name approval within FiLLiP.

RUN-LLP allows two proposed names and carries a ₹200 application fee. An approved name is generally reserved for 90 days. Check existing companies, LLPs and trademarks before applying; regulated activities or protected expressions may require additional approval.

3. Submit FiLLiP

FiLLiP captures the proposed business, registered office, partner details, designated partners and contribution.

Existing DINs or DPINs should be used. FiLLiP can include applications for fresh identification numbers for up to five proposed designated partners. The incorporation documents require the prescribed signatures and professional certification.

4. Receive the incorporation certificate

After approval, the Registrar issues the Certificate of Incorporation and LLP Identification Number, or LLPIN. PAN and TAN applications are integrated with incorporation; retain the resulting allotment records.

5. Execute and file the agreement

Execute the agreement, pay applicable state stamp duty and file Form 3 within 30 days of incorporation, as required by Rule 21 LLP Rules.

For a Karnataka agreement, check the applicable Karnataka stamp-duty provisions against the contribution and instrument terms. MCA filing fees do not include stamp duty.

What should the LLP agreement cover?

The agreement should clearly allocate commercial rights, management responsibilities and tax-sensitive payments.

Include contribution obligations, profit-sharing ratios, banking powers, voting, remuneration, interest, admission and exit, retirement, death, dispute resolution and winding-up arrangements. Without an agreement covering a matter, the default provisions in the First Schedule to the LLP Act may apply.

For FY 2025-26:

• Sec. 40(b) Income-tax Act permits deductible remuneration only for working partners, subject to authorisation and statutory conditions.
• The remuneration ceiling is ₹3 lakh or 90% of the first ₹6 lakh of book profit, whichever is higher, including the prescribed loss-case treatment; on the balance book profit, the ceiling is 60%.
• Deductible partner interest is capped at 12% simple interest annually.
• Sec. 194T Income-tax Act, effective from 1 April 2025, requires 10% TDS on covered partner payments when their aggregate exceeds ₹20,000 for that partner during the financial year.

Covered payments include salary, remuneration, commission, bonus and interest. Deduction occurs at credit, including credit to a capital account, or payment, whichever is earlier. Once the threshold is crossed, TDS is not confined to the excess.

See our guide on TDS on partner remuneration.

How long does registration take, and what should you budget?

Allow roughly 10–20 working days for a straightforward incorporation, while budgeting separately for government fees, signatures, stamp duty and professional assistance.

Stage	Typical timing	Important qualification
DSC issuance	1–2 days	Subject to identity verification
Separate name approval	2–5 working days	Objections can require resubmission
FiLLiP approval	5–10 working days	Depends on complete documents and scrutiny
Form 3	Within 30 days of incorporation	A statutory deadline, not an approval estimate

Illustrative costed example: Two Bengaluru partners incorporate an LLP with ₹1 lakh contribution, use RUN-LLP and purchase two DSCs.

Item	Illustrative amount
RUN-LLP government fee	₹200
FiLLiP incorporation fee for contribution up to ₹1 lakh	₹500
Two DSCs, assumed at ₹1,500 each	₹3,000
Subtotal	₹3,700

This is not an all-inclusive registration quote. Add applicable taxes on chargeable services, Form 3 filing fees, Karnataka stamp duty and professional charges. The DSC figures are assumptions, not SP & SC prices. The ₹1 lakh contribution is separate from registration expenditure.

What happens if Form 3 is filed late?

Delayed Form 3 filing attracts graded additional filing fees, not the old universal ₹100-per-day charge.

Under the current LLP fee framework, the additional fee depends on the delay period and whether the entity qualifies as a small LLP. For Form 3, the schedule reaches 25 times the normal filing fee for a small LLP and 50 times for other LLPs after more than 360 days, in addition to the normal fee.

Statutory penalties may also arise separately. Paying the portal’s additional fee does not necessarily eliminate every consequence of non-compliance.

What compliance follows incorporation?

An LLP must maintain books, complete annual MCA filings, file its tax return and assess other registrations and withholding obligations.

For a normal financial year ending 31 March:

• Form 11: Annual return ordinarily due by 30 May.
• Form 8: Statement of Account and Solvency ordinarily due by 30 October.
• LLP audit: Generally required where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh, under Rule 24 LLP Rules.
• Income-tax return: File ITR-5 and confirm the applicable AY 2026-27 deadline under Sec. 139(1) Income-tax Act. Audited cases ordinarily have a 31 October deadline, with separate rules for transfer-pricing cases and notified extensions.
• Tax audit: Assess independently under Sec. 44AB Income-tax Act.

GST, TDS, Karnataka professional tax and employment-related registrations depend on the facts. An LLP incorporated after 30 September may have an extended first financial year under Sec. 2(1)(l) LLP Act.

Read our LLP annual filing guide and LLP vs private limited comparison.

How SP & SC helps

SP & SC coordinates incorporation and tax-aware documentation through a case-specific engagement.

We assist with DSCs, name approval, FiLLiP, agreement drafting, Form 3 and the first-year compliance calendar. Fees are a fixed quote after reviewing the case, provided in writing before work starts.

Explore our start a business services, Contact SP & SC, or WhatsApp +91 90356 74566.

Frequently asked questions

How many partners does an LLP need?

At least two partners and two individual designated partners; the same two eligible individuals can fulfil both roles.

Is minimum capital required?

No. Partners agree the contribution and record their obligations in the agreement.

Is RUN-LLP compulsory?

No. Name approval can instead be sought through FiLLiP.

Can a foreigner become a partner?

Yes, subject to eligibility, FEMA and foreign-investment conditions. At least one designated partner must satisfy the Indian residency requirement.

What happens if Form 3 is late?

Graded additional fees apply according to delay and LLP classification. Separate statutory penalties may also arise.