Registering an LLP runs on a different form from a company
An LLP is the lighter cousin of the Private Limited company — the liability shield of a company with the flexibility and the far smaller annual burden of a partnership. It is a favourite for professional firms, family ventures and two-founder businesses that want protection without the full weight of company compliance. But you do not incorporate one through SPICe+. An LLP is registered on its own MCA web form, FiLLiP — the Form for Incorporation of Limited Liability Partnership — under the Limited Liability Partnership Act, 2008. This is the practical walkthrough: what you prepare, how the name and incorporation happen, the document most founders forget, and what an LLP owes each year once it exists.
Before you start: the three things you need in hand
As with a company, the form assumes the groundwork is done. Three things gate the process:
- Digital Signature Certificates (DSC): every designated partner needs a valid DSC, because FiLLiP is signed digitally. This is the item that most often causes a delay, so arrange it first.
- A DPIN — or not: each designated partner needs a Designated Partner Identification Number (DPIN). You do not need it beforehand — for proposed partners who do not already hold a DPIN or DIN, one can be applied for inside FiLLiP itself (subject to the limit the form sets). Anyone who already holds a DIN can use it as their DPIN; the number is the same.
- Documents: identity and address proof for each partner (PAN, and Aadhaar/passport/voter ID/driving licence, plus a recent utility bill or bank statement), and proof of the registered office — a recent utility bill for the premises and a No-Objection Certificate from the owner where it is rented.
First, the partner rules you cannot break
An LLP must have at least two partners, and at least two designated partners — the partners who are answerable for the LLP's compliance, the equivalent of a company's directors. Of those, at least one designated partner must be a resident in India — someone who stayed in India for 120 days or more during the financial year (relaxed from 182 days by the 2021 amendment). A designated partner must be an individual; where a body corporate is a partner, it acts through a nominee. That resident-partner rule is the one that catches founder groups who are entirely overseas.
Reserve the name — RUN-LLP, or inside FiLLiP
You have two ways to lock the LLP's name. You can reserve it first through RUN-LLP (Reserve Unique Name – LLP), the standalone name-reservation service, and then quote that reservation number when you file FiLLiP. Or you can propose the name within FiLLiP itself and incorporate in one go. Either way the name has to clear the same tests: it must not be identical or too similar to an existing company or LLP, and it must not fall foul of a registered trademark or the rules on undesirable names. Most incorporations propose the name inside FiLLiP and run it through with the rest of the filing.
FiLLiP — the incorporation itself
FiLLiP is where the LLP is actually formed. It captures everything the Registrar needs and carries the linked applications with it:
- The registered office address and its proof.
- Details of every partner and designated partner, and the application for a DPIN for any proposed designated partner who needs one.
- The contribution each partner brings — an LLP has no minimum capital, so this is whatever the partners agree.
- The application for the LLP's PAN and TAN, allotted through the incorporation process rather than filed for separately.
One attachment matters in particular: Form 9, the consent of each person to act as a designated partner, is filed with FiLLiP. A person cannot be a designated partner without that consent on record.
What you get at the end
When the Registrar approves the filing, the LLP comes into existence and a single set of registrations comes back together:
- The Certificate of Incorporation, carrying the LLP's LLPIN (LLP Identification Number) — legal proof the LLP exists.
- The LLP's PAN and TAN.
- The DPIN for each designated partner who applied for one through the form.
Incorporation is not the finish line — the 30-day LLP Agreement
Here is the step founders most often miss, because the certificate feels like the end. It is not. The LLP Agreement — the document that sets out the partners' rights, profit-sharing, contribution, management and exit terms — must be filed with the Registrar in Form 3 within 30 days of incorporation. Miss it and additional fees accrue, and until it is on record the LLP is running on the default provisions of the Act rather than the terms the partners actually agreed. This is the LLP's equivalent of the clock that starts the moment a company is incorporated — the SPICe+ walkthrough covers the company-side deadlines (first auditor, INC-20A) that begin the same way. Draw the LLP Agreement properly and file the Form 3 on time, and the LLP is set up on your terms.
What an LLP owes every year — and why founders pick it
The reason an LLP is attractive is what it does not demand. There is no board, no AGM, no long list of ROC event filings. The recurring load is essentially two annual returns:
- Form 11 (Annual Return) — a summary of the LLP and its partners, due within 60 days of the close of the financial year (so by 30 May).
- Form 8 (Statement of Account & Solvency) — the LLP's accounts and a solvency declaration by the designated partners, due within 30 days from the end of six months of the financial year (so by 30 October).
And crucially, a statutory audit is required only where the LLP's turnover exceeds ₹40 lakh or its contribution exceeds ₹25 lakh. An LLP under both those limits — a "Small LLP" in the language of the Act — carries the lightest compliance load of any limited-liability vehicle in India. That, more than anything, is why two-partner and professional firms choose it. (Income-tax return filing is separate and applies regardless.)
LLP or company — settle it before you file
FiLLiP is the mechanism for incorporating an LLP, but whether an LLP is the right vehicle at all is the prior question. An LLP is lighter to run but harder to raise external equity into — investors and ESOP structures assume a company. Our LLP vs Private Limited comparison weighs the two head to head, and our comparison of the five business structures sets both against OPC, partnership and proprietorship. The full decision is walked through in our guide to starting a business in India. If an LLP is the right answer, FiLLiP is how you get there; if a company is, SPICe+ is.
How we handle it at RDA, Baner
At RDA Advisory, Baner, we run the whole FiLLiP incorporation for you, end to end. We arrange the DSCs, clear the name, file FiLLiP with the DPIN, PAN and TAN applications and the Form 9 consents, and then draft the LLP Agreement to fit how you actually intend to share profits and run the firm — and file the Form 3 inside the 30 days so nothing runs on the Act's defaults. From the next year we keep the Form 11 and Form 8 on the calendar so the LLP stays clean without you having to think about it. Office No. 102, Snehraj Apartment, Baner, Pune 411045 · call +91 77570 45059.
Ready to register your LLP? We'll file the FiLLiP for you
Setting up an LLP in Pune and want it incorporated cleanly the first time? RDA handles the full FiLLiP filing — name, DPIN, PAN, TAN and the partner consents — and drafts and files your LLP Agreement within the 30-day window, then keeps the annual Form 11 and Form 8 on track. Book a consult at rdatax.in or call +91 77570 45059, or see our business registration service. RDA Advisory, Baner, Pune.
Verification note: The process described here is based on the Limited Liability Partnership Act, 2008 and the LLP Rules, 2009, as administered by the Ministry of Corporate Affairs (mca.gov.in): incorporation through the web form FiLLiP (Form for Incorporation of Limited Liability Partnership), covering name reservation (or reservation through the separate RUN-LLP service) and incorporation, with the allotment of Designated Partner Identification Numbers to proposed designated partners who do not already hold a DPIN or DIN, and the consent to act as designated partner in Form 9; the requirement of at least two partners and two designated partners, of whom at least one must be resident in India — a person who has stayed in India for 120 days or more during the financial year (the threshold relaxed from 182 days by the Limited Liability Partnership (Amendment) Act, 2021); the filing of the LLP Agreement in Form 3 within 30 days of incorporation; the annual filing of the Annual Return in Form 11 within 60 days of the close of the financial year and the Statement of Account & Solvency in Form 8 within 30 days from the end of six months of the financial year; and the requirement of audit of accounts only where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh, with lighter obligations for a Small LLP. Forms, fees, thresholds and time limits are periodically revised by the MCA; confirm the current requirements for your LLP with your CA or company secretary. This is general information, not legal or professional advice.
