How to register an LLP in India
We cover the steps needed to register an LLP in India, and the ongoing compliance work around it.
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The Limited Liability Partnership (LLP) Act, 2008, has created a structured process by which you can register an LLP. The Government of India has introduced a series of initiatives to boost ease of doing business in the country.
There are two options to creating a company in India:
- Create an LLP (Limited Liability Partnership) - more suited for small businesses, freelancers, and consultants
- Create a Private Limited Company - suitable for startups, and larger businesses
Creating an LLP
LLPs offer the operational flexibility of partnerships. To create an LLP, you need to have at least two partners. If you don’t have that, you can set up a proprietorship.
LLPs are an attractive option for startups, small businesses, and professional firms. This is because you have a legal framework within which to do business - generate invoices, enter into contracts, claim expenses and more. But you have a more limited compliance burden. We’ll compare the compliance burden across LLPs and Private Limited Companies in a later post.
Here are the detailed steps to register an LLP in India:
1. Obtain Digital Signature Certificates (DSC)
Since the LLP registration process is conducted online, all designated partners must acquire Digital Signature Certificates (DSC). These are used for electronically signing documents during registration. DSCs can be obtained from government-approved certifying authorities such as eMudhra or NSDL. Ensure you apply for a Class 3 DSC, which is mandatory for LLP filings.
1. Apply for Director Identification Number (DIN) (optional till later)
Each designated partner must have a Director Identification Number (DIN), also known as Designated Partner Identification Number (DPIN). If a partner does not already have one, they can apply through Form DIR-3 on the Ministry of Corporate Affairs (MCA) portal. This unique number is essential for identifying directors or partners in LLPs.
1. Reserve a Unique Name
Choosing a unique and compliant name for your LLP is crucial. Use the “Reserve Unique Name (RUN-LLP)” service on the MCA portal to check name availability and propose up to two names per application. The name must not be identical or too similar to existing companies or LLPs and should adhere to MCA guidelines. Once approved, the name will be reserved for 90 days, within which the incorporation process must be completed.
4. File Incorporation Documents
The incorporation process involves filing Form FiLLiP (Form for Incorporation of LLP) on the MCA portal. This form requires:
- Details of all partners, including their DIN/DPIN and DSC.
- The registered office address of the LLP.
- Capital contribution details. Supporting documents such as PAN cards, address proofs of partners, and proof of registered office (e.g., utility bills and rental agreements) must be uploaded. Pay the prescribed fee online to complete this step.
5. Draft & file the LLP Agreement
The LLP Agreement outlines the rights, responsibilities, profit-sharing ratios, and management structure of the partners. It is a critical document that must be filed with Form 3 on the MCA portal within 30 days of receiving the Certificate of Incorporation. The agreement should be notarized before submission.
6. Obtain Certificate of Incorporation
Upon successful verification of documents and payment of fees, the Registrar of Companies (RoC) will issue a Certificate of Incorporation. This certificate includes a unique LLP Identification Number (LLPIN), officially recognizing your LLP as a legal entity.
7. Post-Incorporation Compliance
After incorporation, ensure you:
- Apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for your LLP.
- Open a bank account in the name of your LLP.
Maintain proper financial records and file annual returns with the RoC.
Additionally, if your LLP’s turnover exceeds ₹40 lakh or its capital contribution exceeds ₹25 lakh, it must undergo an audit by a Chartered Accountant.
Key Requirements
A minimum of two partners is required; at least one must be an Indian resident.
There is no minimum capital requirement.
The entire process typically takes 15–20 working days and costs between ₹5,000–₹12,000 depending on professional fees and government charges.
By following these steps meticulously, entrepreneurs can establish an LLP efficiently while enjoying its benefits like limited liability protection and operational flexibility.