🏢 MCA Registered · Companies Act 2013

Registration Of Limited Liability Partnership Firm In India

Professional Fees for Registration
₹5,000/-

Govt. Charges As applicable

Name of the Proposed LLP

Significance of the Name

Objective of the Business

DIN of Partners (if available)

Class II Digital Signatures

KYC of partners

Authorised Capital Contibution

Address of Registered Office alongwith proofs

NoC from the owner of the Registered Office of the LLP

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What is LLP

Limited Liability Partnership Act, 2008

The Limited Liability Partnership (LLP) Act, 2008 was enacted by the parliament of India to introduce an alternative corporate business vehicle that bridges the gap between a traditional partnership and a joint-stock company.

Key Aspects of LLP Act:

1

The Act creates a business model that offers the organizational ease of a traditional partnership while granting the entity a separate legal identity and its partners limited liability.

2

It allows partners the complete freedom to draft their own LLP Agreement. This determines their mutual rights, duties, profit-sharing ratios, and internal management rules without heavy statutory interference.

3

A partner is not bound or liable for the independent, wrongful acts, or misconduct of another partner.

Mandatory annual LLP filing

Annual Compliances

E-Form 11

Annual Return

Every Limited Liability Partnership (LLP) is required to file an Annual return duly authenticated with the Registrar of Companies every year in E-Form 11 along with the prescribed fees

Time PeriodWithin 60 Days of the closure of the Financial Year
Late Filing FeeAdditional late filing fees calculated based on the period of delay and the capital structure of the LLP.
Fine on LLPMin ₹25,000/-Max ₹5 Lacs
Fine on PartnerMin ₹10,000/-Max ₹1 Lac
E-Form 8

Statement of Account and Solvency

Every Limited Liability Partnership (LLP) is required to prepare a Statement of Accounts & Solvency of the Company and file the same with the Registrar of Companies every year in E-Form 8 along with the prescribed fees.

Time PeriodWithin 6 Months from the end of each Financial Year
Late Filing FeeAdditional late filing fees calculated based on the period of delay and the capital structure of the LLP.
Fine on LLPMin ₹25,000/-Max ₹5 Lacs
Fine on PartnerMin ₹10,000/-Max ₹1 Lac
Statutory Record

Minutes Book Keeping

Every LLP is required to make the minutes of the proceedings of the meeting and is required to maintain a minutes book containing the minutes of the meeting of Partners at the Registered Office of the LLP.

DurationMinutes Books are required to be maintained throughout the year for the lifetime of the LLPSpecific penalties for each type of contravention as defined under the Act
Non-compliance with minute-book requirements can attract penalties as specified under the LLP Act, 2008.
Mandatory annual LLP filing

Closure Compliances

Fast Track Exit (FTE)

Closure via Fast Track Exit — LLP Act, 2008 r/w Rule 37

The quickest way to close the non-operational LLP is through a process called Fast Track Exit (FTE) under LLP Act, 2008 read with Rule 37 of the LLP Rules, 2009.

E-Form 24Filed with Registrar + prescribed fees

Applicability

Where a Limited Liability Partnership is not carrying on any business or operation:

  • For a period of 2 year or more and all the partners have agreed to get the name of the LLP strike-off from the Register of the Registrar of Companies, and
  • Have filled all the overdue return in Form 8 and Form 11 up to the end of the financial year in which the limited liability partnership ceased to carry on its business or commercial operations before filing form for the strike off of the LLP.

Procedure

Application filed in E-Form 24 with Registrar + prescribed fees

An application in E-Form 24 shall be filed with the Registrar along with the prescribed fees and the following documents:

  • A statement of account disclosing nil assets and nil liabilities, certified by a Chartered Accountant in practice made up to a date not earlier than thirty days of the date of filing of Form 24
  • An affidavit signed by the designated partners, either jointly or severally — as detailed below
Sworn Statement

Affidavit Contents — designated partners, jointly or severally

01

That the Limited Liability Partnership has not commenced business or where it commenced business, it ceased to carry on such business from the specified date

02

That the limited liability partnership has no liabilities and indemnifying any liability that may arise even after striking off its name from the Register

03

That the Limited Liability Partnership has not opened any Bank Account and where it had opened, the said bank account has since been closed together with certificate(s) or statement from the respective bank demonstrating closure

04

That the Limited Liability Partnership has not filed any Income-tax return where it has not carried on any business since its incorporation, if applicable

A copy of the acknowledgement of the latest Income-tax return filed under the Income-tax Act, 1961 (where the LLP has carried out any business and has filed such return) Copy of the initial limited liability partnership agreement, if entered into and not filed, along with changes thereof in cases where the LLP has not commenced business or commercial operations since its incorporation

1
Filing

Application filed with the Registrar in E-Form 24 with all required documents and prescribed fees.

2
Public Notice

If satisfied, the Registrar issues a public notice in the official gazette inviting any objection within a period of 30 days.

3
Strike Off & Dissolution

If no objections are filed within the prescribed period, the ROC proceeds to strike off the name of the LLP from its Register and the LLP shall stand dissolved.

Stay compliant with LLP updates

Other Compliances

Any Limited Liability Partnership (LLP) as and when it feels the need that a change is required in certain basic requirements of the LLP, the same has to be incorporated in the LLP Agreement and said change becomes effective from the date of amendment in the LLP Agreement. As and when there is a change in the LLP Agreement, the said change needs to be intimated to the Registrar of Companies, Ministry of Corporate Affairs, by filing the prescribed E-Forms.

Change in the Partnership

Admission of New Partners or Resignation of Old Partners needs to be intimated to the concerned Registrar of Companies in E-Form 4 within a period of 30 Days from the date of change. The Amended LLP Agreement is also filed with the ROC in E-Form 3 along with the prescribed fees.

E-Form 4 & 3 · 30 Days
Name Change of LLP

Every LLP wishing to change its name must get approval from the Registrar of Companies before doing so — only after receipt of a new Certificate of Incorporation. Application in E-Form 5 shall be filed within 30 Days. The Amended LLP Agreement is filed with the ROC in E-Form 3 within 30 Days.

E-Form 5 & 3 · 30 Days
Change in Business Activity

Every LLP wishing to change its business activities must get approval from the Registrar of Companies before changing the same. The Amended LLP Agreement is filed with the ROC in E-Form 3 along with the prescribed fees within a period of 30 Days from the date of change.

E-Form 3 · 30 Days
Shifting of Registered Office

Every LLP wishing to change its Registered Office within the same city, town or village is required to intimate the Registrar of Companies in E-Form 15 within 30 Days from the date of change and also required to file E-Form 3 for submitting the Amended LLP Agreement within that period.

E-Form 15 & 3 · 30 Days
Change in Capital Contribution

Every LLP wishing to introduce more capital in the LLP is required to amend the LLP Agreement and the same will be filed with the ROC in E-Form 3 along with the prescribed fees within a period of 30 Days from the date of change.

E-Form 3 · 30 Days
Any Other Changes

Any other change in the LLP Agreement done from time to time is required to be intimated to the ROC in E-Form 3 with the prescribed fees and within a period of 30 Days from the date of change.

E-Form 3 · 30 Days

Frequently Asked Questions

Private Limited Company Registration

The Limited Liability Partnership (LLP) Act, 2008 governs the registration, management, and compliance of LLPs in India while providing partners with limited liability.

Every LLP must file Form 11, Form 8, maintain statutory records, and comply with applicable tax filing requirements.

Form 11 is the LLP Annual Return that must be filed with the Registrar of Companies (ROC) within 60 days after the financial year ends.

Form 8 is the Statement of Account and Solvency that every LLP must file within six months from the end of the financial year.

Late filing of LLP forms may result in additional fees and penalties for both the LLP and its designated partners.

A non-operational LLP can apply for closure through the Fast Track Exit (FTE) process by filing Form 24 with the ROC.

Form 3 is filed whenever the LLP Agreement is amended, such as changes in partners, capital contribution, or business activities.

An LLP must file Form 4 and, where applicable, Form 3 with the ROC within 30 days of the change.

Yes. An LLP can change its registered office, business name, or business activity by filing the prescribed e-forms with the ROC.

Regular LLP compliance helps avoid penalties, maintain active legal status, and ensures smooth business operations under the LLP Act, 2008.

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