LLP registration document checklist

What it involves and when it is due

A limited liability partnership needs at least two partners, and at least two designated partners who are individuals, one of whom is resident in India (Section 7 of the LLP Act, 2008). The designated partners are responsible for the LLP's filings.

The name can be reserved through RUN-LLP, or within the incorporation form itself. Incorporation is filed in the web form FiLLiP on the MCA portal, with the consent of each partner in Form 9; FiLLiP can also allot a DIN to designated partners who do not have one. MCA FAQs state that an approved name is valid for three months from approval.

Within 30 days of incorporation the partners sign the LLP agreement and file it in Form 3; it is stamped under the stamp law of the State. Every year the LLP files Form 11 (annual return) by 30 May and Form 8 (statement of account and solvency) by 30 October, with an additional fee of ₹100 a day for each form filed late. Under Rule 24(8) of the LLP Rules, 2009, an LLP whose turnover does not exceed ₹40 lakh, or whose contribution does not exceed ₹25 lakh, need not have its accounts audited; read literally, an audit is compulsory only where both limits are exceeded.

Official forms

Common reasons for queries and rejections

• Proposed name identical or too close to an existing LLP, company or registered trade mark.
• Utility bill for the registered office that is not recent, or whose address does not match the form.
• Owner's no objection certificate missing or signed by someone other than the owner on record.
• Contribution and profit-sharing shown in FiLLiP differing from the LLP agreement later filed in Form 3.
• Form 3 filed after 30 days, which attracts additional fee of ₹100 a day.
• No designated partner who meets the residence condition, or a mismatch in names between PAN, Aadhaar and DSC.

Questions

Does an LLP need an audit?

Rule 24(8) of the LLP Rules exempts an LLP whose turnover does not exceed ₹40 lakh, or whose partners' contribution does not exceed ₹25 lakh, in the year; read literally, an audit is compulsory only where both limits are exceeded. A tax audit under the Income-tax Act is a separate test.

Can a partnership firm be converted into an LLP?

Yes, under the Second Schedule to the LLP Act, through Form 17 filed with FiLLiP, if all partners of the firm become partners of the LLP.

What if Form 3 is filed late?

Additional fee of ₹100 a day applies until it is filed. Without an agreement on record, the default rules in the First Schedule to the LLP Act govern the partners' rights.

Official sources

• FiLLiP: incorporation of LLP (mca.gov.in)
• Instruction kit for FiLLiP (mca.gov.in)
• FAQs on partners and designated partners (mca.gov.in)