LLP Registration in India: Step-by-Step Guide 2026
Since 1994, Dealintax has helped thousands of professionals, consultants, and small business owners choose the right business structure. In our 30+ years of practice, the Limited Liability Partnership (LLP) has emerged as the preferred structure for professional firms, service businesses, and founders who want the flexibility of a partnership without unlimited personal liability. This 2026 guide walks you through every step of LLP registration in India: updated for the latest MCA V3 procedures and fee schedules.
What Is an LLP?
A Limited Liability Partnership is a hybrid business structure introduced under the Limited Liability Partnership Act, 2008. It combines the operational flexibility of a partnership with the limited liability protection of a company. Each partner’s liability is limited to their agreed contribution: personal assets are protected from business debts.
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Get Free Consultation →LLP vs Partnership vs Pvt Ltd: Quick Comparison
| Feature | LLP | General Partnership | Pvt Ltd Company |
|---|---|---|---|
| Liability | Limited | Unlimited | Limited |
| Separate Legal Entity | Yes | No | Yes |
| Minimum Members | 2 designated partners | 2 partners | 2 directors + 2 shareholders |
| Audit Requirement | Only if turnover > ₹40 lakh or contribution > ₹25 lakh | Not mandatory | Mandatory always |
| Annual Compliance | Moderate | Minimal | High |
| Foreign Investment | Allowed (with restrictions) | Not allowed | Freely allowed |
| Suitability | Professionals, service firms | Small local businesses | Startups, scalable businesses |
Who Should Register an LLP?
- Chartered Accountants, lawyers, architects, and other professionals forming a practice
- Consulting firms and IT service providers
- Family businesses that want limited liability without the compliance burden of a Pvt Ltd
- Businesses that do not plan to raise equity from investors
- Founders who want flexibility in profit-sharing without declaring dividends
Eligibility and Requirements
- Minimum 2 designated partners (no maximum limit on total partners)
- At least one designated partner must be a resident Indian
- Each designated partner must have a DPIN (Designated Partner Identification Number) or existing DIN
- Each designated partner must have a valid DSC (Digital Signature Certificate)
- A registered office address in India
- No minimum capital contribution requirement
Documents Required for LLP Registration
| Document | For Designated Partners | For Registered Office |
|---|---|---|
| Identity Proof | PAN Card (Indian) / Passport (Foreign) | , |
| Address Proof | Aadhaar / Voter ID / Passport / Driving Licence | , |
| Residential Proof | Bank statement / utility bill (max 2 months old) | , |
| Photograph | Passport-size photo | , |
| Office Proof | , | Electricity bill + NOC from owner / rent agreement |
Step-by-Step LLP Registration Process (2026)
Step 1: Obtain Digital Signature Certificates (DSC)
All designated partners must obtain Class 3 DSCs. These are used to sign electronic forms filed on the MCA portal. DSCs are issued by government-authorised Certifying Authorities and are valid for 1–3 years. Cost: ₹1,000–₹2,000 per DSC.
Step 2: Apply for DPIN / DIN
Designated partners who do not already have a DIN must apply for a Designated Partner Identification Number (DPIN) via Form DIR-3. Partners who already hold a DIN from a company directorship can use it directly as their DPIN.
Step 3: Reserve LLP Name via RUN-LLP
File Form RUN-LLP (Reserve Unique Name for LLP) on the MCA V3 portal. You can propose up to two names in order of preference. The name must end with "LLP" or "Limited Liability Partnership" and must not be identical or deceptively similar to any existing LLP, company, or registered trademark.
Step 4: File FiLLiP (Form for Incorporation of LLP)
FiLLiP (Form for incorporation of Limited Liability Partnership) is the primary incorporation form filed on the MCA V3 portal. It covers: DPIN allotment (for up to 2 partners), name reservation (if not already done via RUN-LLP), registered office details, partner details, and contribution details. PAN and TAN are allotted automatically upon approval.
Step 5: Draft and File the LLP Agreement
The LLP Agreement governs the rights and duties of partners: profit-sharing ratio, decision-making, admission and exit of partners, dissolution provisions, and more. It must be filed with the RoC within 30 days of incorporation via Form LLP-3. Stamp duty is payable on the LLP Agreement (rates vary by state).
Step 6: Receive Certificate of Incorporation
Upon approval of FiLLiP, the Registrar issues the Certificate of Incorporation with the LLPIN (LLP Identification Number), PAN, and TAN. The typical timeline is 7–12 working days from filing.
LLP Registration Government Fee Structure (2026)
| Total Contribution | MCA Filing Fee (FiLLiP) |
|---|---|
| Up to ₹1 lakh | ₹500 |
| ₹1 lakh to ₹5 lakh | ₹2,000 |
| ₹5 lakh to ₹10 lakh | ₹4,000 |
| ₹10 lakh to ₹25 lakh | ₹5,000 |
| Above ₹25 lakh | ₹5,000 + additional slab charges |
Stamp duty on the LLP Agreement is payable additionally and varies by state. In Telangana and Andhra Pradesh, it typically ranges from ₹2,000 to ₹5,000.
Annual Compliance for LLPs
- Form 11 (Annual Return): due by 30 May every year
- Form 8 (Statement of Accounts & Solvency): due by 30 October every year
- Income Tax Return: due by 31 July (non-audit) or 30 September (audit) every year
- Audit: mandatory only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh
- GST Returns: if registered under GST; see our GST registration guide
Missing LLP compliance deadlines attracts a penalty of ₹100 per day per form: with no upper cap. This is a significant risk that Dealintax’s compliance monitoring service eliminates entirely.
LLP Taxation in 2026
- LLPs are taxed as a firm: flat rate of 30% on net income plus surcharge and cess
- Partners’ share of profit is exempt from income tax in their hands (no dividend distribution tax)
- No Minimum Alternate Tax (MAT) applies to LLPs
- Partners can draw remuneration and interest, which are tax-deductible for the LLP (subject to limits under Section 40(b))
Frequently Asked Questions
Can an LLP be converted to a Pvt Ltd company later?
Yes. An LLP can be converted to a Private Limited Company under Section 366 of the Companies Act, 2013. This is a common path for businesses that start as LLPs and later need to raise equity investment. The process involves filing URC-1 and other forms with the RoC.
How many partners can an LLP have?
There is no upper limit on the total number of partners in an LLP. However, there must be a minimum of 2 designated partners at all times, and at least one must be a resident Indian.
Can an NRI or foreign national be a designated partner in an LLP?
Yes, subject to the condition that at least one designated partner is a resident Indian. Foreign nationals must obtain a DPIN, which requires submitting notarised and apostilled identity and address documents.
Is the LLP Agreement mandatory?
Yes. While the LLP Act provides a default agreement, it is strongly advisable to draft a customised LLP Agreement that reflects the actual understanding between partners regarding profit-sharing, management rights, and exit provisions. It must be filed within 30 days of incorporation.
Register Your LLP with Confidence: On the Dot!
Dealintax has been structuring and registering LLPs since the LLP Act came into force: and advising on optimal business structures with deep expertise. Our Secunderabad-based CA team handles everything from DPIN allotment to LLP Agreement drafting and post-incorporation compliance.
Call us: +91-95531-30070
Email: hello@dealintax.com
Get it done “On the Dot!”: contact Dealintax today for a free consultation on the right structure for your business.
