The LLP that owed over a lakh in penalties without earning a single rupee
An LLP is sold as the low-maintenance business structure — cheaper to run than a company, "hardly any compliance", perfect for a side project or a partnership that may not take off. So people register one, do little or no business for a couple of years, and quietly assume that a dormant LLP owes nothing to anybody. Then they try to close it, or a bank asks for filings, and discover that two annual forms were due every single year regardless of turnover — and that the penalty for missing them runs at ₹100 per day, per form, with no upper limit. On a dormant LLP left alone for three years, that meter can cross a lakh before anyone has looked at it. Here is what an LLP actually has to file, when, and why "we didn't do any business" is the single most expensive assumption in the LLP world.
What LLP annual compliance actually is: two forms, two dates
Whatever an LLP did or did not do in a year, it must file two returns with the Ministry of Corporate Affairs (MCA) on the V3 portal: Form 11, the Annual Return, and Form 8, the Statement of Account & Solvency. These are separate obligations under the Limited Liability Partnership Act, 2008, with different due dates, and both are compulsory for every LLP on the register — trading, dormant, profit or loss. That is the point founders miss: unlike a proprietorship, where nothing is filed with the MCA at all, an LLP is a registered entity with the Registrar, and the Registrar expects to hear from it twice a year, every year, forever, until it is formally struck off or wound up.
Form 11 — the Annual Return, due 30 May
Form 11 is the LLP's Annual Return under Section 35 of the LLP Act, 2008. It is a snapshot of the LLP's structure — the partners and designated partners, their contribution, and any changes during the year — and it must be filed within 60 days of the end of the financial year. Because the LLP financial year ends on 31 March, that fixes the due date at 30 May every year (30 May 2026 for FY 2025-26). Form 11 does not carry your accounts; it is the "who owns and runs this LLP" filing. It is due first, and it is the one people forget precisely because it comes before the accounts are ready.
Form 8 — the Statement of Account & Solvency, due 30 October
Form 8 is the Statement of Account & Solvency under Section 34 of the LLP Act, 2008, and it must be filed within 30 days from the end of six months of the financial year — which fixes it at 30 October every year (30 October 2026 for FY 2025-26). It has two parts: Part A is a solvency declaration, where the designated partners certify that the LLP is able to pay its debts; Part B is the financial position — the Statement of Income & Expenditure and the Statement of Assets & Liabilities for the year. It is signed by two designated partners and, where the LLP crosses the audit threshold, certified by the auditor. Form 8 is where a false or careless solvency declaration can come back to bite, so it is not a form to tick through without the numbers actually being right.
The ₹100-a-day meter that doesn't care whether you traded
Here is the part that turns a forgotten filing into a real bill. Late filing of Form 11 or Form 8 attracts an additional fee of ₹100 per day, per form, with no ceiling. There is no cap, no "maximum penalty", and no waiver for having done no business — the clock simply runs from the due date until the day you file. Two forms, each at ₹100 a day, on an LLP that sat untouched for a few years, is how a "low-compliance" entity ends up owing more in penalties than it ever earned. This is the single biggest reason dormant LLPs are so painful to revive or close: the cost of catching up is often larger than the cost of the LLP itself. Beyond the money, continued default can see the LLP marked inactive by the Registrar and its designated partners exposed to disqualification.
When an LLP needs an audit — and the other two filings people forget
Most small LLPs do not need a statutory audit. Audit becomes mandatory only if the LLP's turnover exceeds ₹40 lakh or its partner contribution exceeds ₹25 lakh in the year, under Section 34(4) read with Rule 24(8) — the same thresholds that define a "small LLP" for the lighter-fee regime introduced by the LLP (Amendment) Act, 2021. Below those lines, Form 8 is filed on the partners' certification without an auditor. Two more obligations sit alongside the ROC forms and are just as easy to miss: the LLP's income tax return (ITR-5) — due 31 July where no audit applies, or 31 October where it does — and the annual DIR-3 KYC that every designated partner holding a DIN/DPIN must file, usually by 30 September, or the DIN is deactivated with its own ₹5,000 reactivation fee. A complete LLP compliance year, then, is four moving parts: Form 11, Form 8, the income tax return, and partner KYC.
Where this sits in running an LLP
This is the other half of the LLP story. If you registered your LLP through FiLLiP, or you chose an LLP over a private limited company partly for the lighter compliance, this is the compliance that remains — lighter than a company's, but real, annual and unforgiving of neglect. The private-limited equivalent is the AOC-4 and MGT-7 filing, and the same DIR-3 KYC rule that applies to company directors applies to your designated partners. For the full picture of what a registered entity owes the MCA each year, the annual compliance calendar is the map — and getting the structure and its ongoing cost right is part of choosing how to start in the first place.
How we handle it at RDA, Baner
At RDA Advisory, Baner, we run LLP annual compliance as a fixed yearly cycle, so the ₹100-a-day meter never starts. We diarise Form 11 for 30 May and Form 8 for 30 October, prepare the Statement of Account & Solvency from properly maintained books, tell you clearly whether you cross the ₹40 lakh / ₹25 lakh audit line, file the ITR-5 and the designated partners' DIR-3 KYC on time, and — if you have a dormant LLP with a backlog — work out the real catch-up cost and the cleanest way forward, whether that is regularising or striking off. Office No. 102, Snehraj Apartment, Baner, Pune 411045 · call +91 77570 45059.
Have an LLP — active or dormant? Get the annual filings under control
Running an LLP, or sitting on one you never used? RDA files your Form 11 and Form 8 on time, keeps your income tax return and partner KYC in step, and cleans up any penalty backlog before it grows. Book a consult at rdatax.in or call +91 77570 45059, or see our ROC & secretarial compliance service. RDA Advisory, Baner, Pune.
Verification note: The annual filing obligations of a Limited Liability Partnership arise under the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009. Form 11 (Annual Return) is filed under Section 35 within 60 days of the end of the financial year (30 May for a year ending 31 March); Form 8 (Statement of Account & Solvency) is filed under Section 34 within 30 days from the end of six months of the financial year (30 October for a year ending 31 March). Late filing of Form 8 or Form 11 attracts an additional fee of ₹100 per day per form with no upper limit. Audit is required under Section 34(4) read with Rule 24(8) where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh; the "small LLP" thresholds and lighter-fee regime were introduced by the LLP (Amendment) Act, 2021. LLPs also file an income tax return (ITR-5) and designated partners file DIR-3 KYC annually. Both Form 8 and Form 11 are now filed on the MCA V3 portal. Due dates, thresholds, fees and forms are periodically revised and specific facts should be confirmed against the current MCA/LLP position; confirm your LLP's position with your CA or advisor before relying on it. This is general information, not legal or professional advice.
