🏢 LLP REGISTRATION – FULL DETAILS

📌 What is an LLP?

LLP (Limited Liability Partnership) is a hybrid business structure combining:

• ✅ Limited liability of a company

• ✅ Flexibility of a partnership

It is governed by the Limited Liability Partnership Act, 2008 and regulated by the Ministry of Corporate Affairs (MCA).

 

📌 Key Features of LLP

✔️ Separate legal entity
✔️ Limited liability for partners
✔️ No minimum capital requirement
✔️ Lower compliance than a company
✔️ Perpetual succession
✔️ Flexible management structure

 

📌 Minimum Requirements for LLP Registration

Particulars	Requirement
Partners	Minimum 2
Designated Partners	Minimum 2 (at least 1 Indian resident)
Capital	No minimum requirement
Name	Unique & MCA-approved
Registered Office	Mandatory in India

 

📌 Who Can Become a Partner?

✔️ Individual
✔️ Body Corporate (Company / LLP)
✔️ Foreign Nationals (with conditions)

⚠️ At least one Designated Partner must be a resident of India (stay ≥120 days in previous year).

 

📌 Documents Required

🔹 For Partners / Designated Partners

• PAN Card

• Aadhaar Card

• Passport (for foreign nationals)

• Address proof (Bank Statement / DL / Voter ID)

🔹 For Registered Office

• Electricity / Water Bill (not older than 2 months)

• Rent Agreement / Sale Deed

• NOC from owner

 

📌 Step-by-Step LLP Registration Process

🔹 Step 1: Obtain DSC

Digital Signature Certificate for designated partners.

🔹 Step 2: Obtain DPIN

Designated Partner Identification Number (via SPICe+).

🔹 Step 3: Name Reservation

Apply through RUN-LLP or SPICe+ form.

🔹 Step 4: Incorporation Filing

File FiLLiP Form with MCA along with documents.

🔹 Step 5: LLP Agreement

Draft & file LLP Agreement in Form 3 within 30 days.

📄 Certificate of Incorporation issued by ROC.

 

📌 LLP Agreement – Importance

Defines:
✔️ Profit sharing ratio
✔️ Capital contribution
✔️ Rights & duties of partners
✔️ Admission / retirement of partners
✔️ Management & decision-making

 

📌 Post-Registration Compliances

✔️ PAN & TAN application
✔️ Bank account opening
✔️ GST registration (if applicable)
✔️ IEC registration (if import/export)

 

📌 Annual LLP Compliance

Form	Purpose
Form 8	Statement of Accounts
Form 11	Annual Return
ITR	Income Tax Return

⚠️ Penalty for non-compliance: ₹100 per day (no maximum cap)

 

📌 Advantages of LLP

✔️ Tax efficiency
✔️ Lower compliance cost
✔️ Limited liability protection
✔️ Suitable for professionals & startups

📌 Disadvantages

❌ Cannot raise equity funds
❌ Higher penalties for non-filing
❌ Less credibility than company (in some cases)

 

📝 ADVISORY DRAFTS – LLP REGISTRATION

 

📝 1. Professional Advisory Draft (Client / Business Use)

Email

SUBJECT: Advisory on Limited Liability Partnership (LLP) Registration

Dear Client,

This is to inform you that Limited Liability Partnership (LLP) is an ideal business structure for professionals, startups, and small to medium enterprises seeking limited liability with operational flexibility.

An LLP is governed by the Limited Liability Partnership Act, 2008, and provides the benefits of a separate legal entity, perpetual succession, and limited liability protection to its partners. There is no minimum capital requirement, and compliance obligations are comparatively lower than a private limited company.

LLP registration involves obtaining Digital Signature Certificates (DSC), name approval, incorporation filing with the Ministry of Corporate Affairs (MCA), and execution of an LLP Agreement.

We recommend LLP registration if your business prioritizes flexibility, lower compliance cost, and protection of personal assets.

Please feel free to contact us for complete assistance in LLP incorporation and compliance.

Warm regards,
Authorized Consultant
Firm Name
Contact Details

 

📝 2. LLP Registration Engagement Letter

Email

SUBJECT : Engagement Letter for LLP Registration Services

Dear Client,

This letter confirms our engagement to assist you with the registration of a Limited Liability Partnership (LLP) under the Limited Liability Partnership Act, 2008.

Scope of Services:
• Name reservation and approval
• Preparation and filing of incorporation forms
• Drafting of LLP Agreement
• Assistance until issuance of Certificate of Incorporation

Client Responsibilities:
• Providing accurate information and documents
• Timely approvals and signatures

Professional fees and timelines shall be mutually agreed.

Please confirm acceptance by signing below.

Warm regards,
Authorized Consultant
Firm Name

Accepted By:
Client Name: __________
Signature: __________
Date: __________

 

📝 3. LLP Declaration / Consent of Partners

Email

SUBJECT: Declaration and Consent for LLP Incorporation

We, the undersigned, hereby declare that we are desirous of forming a Limited Liability Partnership in accordance with the provisions of the Limited Liability Partnership Act, 2008.

We consent to act as Partners / Designated Partners of the proposed LLP and confirm that the information provided for incorporation is true and correct.

Place: __________
Date: __________

Name & Signature of Partner(s)

 

📝 4. Short LLP Advisory (Website / Circular Use)

Email

SUBJECT : Important Advisory on LLP Registration

Limited Liability Partnership (LLP) offers the advantage of limited liability with ease of operation. It is suitable for professionals, consultants, and growing businesses seeking a cost-effective and flexible business structure.

LLP registration is governed by MCA and requires minimum two partners, DSC, name approval, and filing of incorporation documents.

 

LLP DEED (LLP AGREEMENT) – FULL DRAFT FORMAT

⚠️ This is a standard professional LLP Agreement draft. It can be customized as per business needs.

 

LIMITED LIABILITY PARTNERSHIP AGREEMENT

This LLP Agreement is made on this ___ day of __________ 20___

BETWEEN

1. Mr./Ms. __________________, residing at __________________,

2. Mr./Ms. __________________, residing at __________________,

(Hereinafter collectively referred to as “Partners”)

 

1. Name of LLP

The name of the LLP shall be ____________________ LLP, registered under the Limited Liability Partnership Act, 2008.

 

2. Registered Office

The registered office of the LLP shall be situated at:
________________________________________

 

3. Business Activities

The object of the LLP is to carry on the business of:
________________________________________
and all activities incidental thereto.

 

4. Capital Contribution

Partner Name	Contribution (₹)	% Share
Partner 1	______	____%
Partner 2	______	____%

 

5. Profit & Loss Sharing

Profits and losses of the LLP shall be shared in the ratio of capital contribution unless otherwise agreed.

 

6. Management

• The LLP shall be managed by Designated Partners.

• Day-to-day operations shall be carried out jointly unless otherwise decided.

 

7. Duties of Partners

✔️ Act in good faith
✔️ Maintain confidentiality
✔️ Comply with LLP Act & applicable laws

 

8. Admission of New Partner

New partners may be admitted with written consent of existing partners and execution of supplementary agreement.

 

9. Retirement / Resignation

A partner may retire by giving 30 days’ written notice to other partners.

 

10. Accounts & Audit

• Books of accounts shall be maintained at the registered office.

• Financial year shall be 1st April to 31st March.

 

11. Banking

LLP bank account shall be opened in the name of the LLP and operated by designated partners.

 

12. Indemnity

The LLP shall indemnify partners for acts done in good faith during the course of business.

 

13. Dissolution

The LLP may be dissolved in accordance with the provisions of the LLP Act, 2008.

 

14. Governing Law

This Agreement shall be governed by the laws of India.

 

IN WITNESS WHEREOF, the partners have signed this Agreement on the date mentioned above.

Partner 1 Signature: __________
Partner 2 Signature: __________

 

📊 LLP vs PRIVATE LIMITED COMPANY (IMPORTANT COMPARISON)

Particular	LLP	Private Limited
Governing Law	LLP Act, 2008	Companies Act, 2013
Members	Partners	Shareholders
Liability	Limited	Limited
Compliance	LOW	HIGH
Audit	Conditional	Mandatory
Fund Raising	Difficult	Easy
Suitable For	Professionals, SMEs	Startups, Investors

 

📅 LLP COMPLIANCE CALENDAR (ANNUAL)

Compliance	Form	Due Date
Annual Return	Form 11	30 May
Accounts & Solvency	Form 8	30 Oct
Income Tax Return	ITR-5	31 July / 30 Sept
GST Returns	GSTR 1 / 3B	Monthly / Quarterly

⚠️ Penalty: ₹100 per day (NO MAX LIMIT)

 

📝 WHEN LLP IS BEST CHOICE

✔️ Professionals (CA, CS, Advocates)
✔️ Consulting firms
✔️ Family businesses
✔️ Low-risk operations

LLP → PRIVATE LIMITED COMPANY CONVERSION

📌 Overview

An LLP can be converted into a Private Limited Company under the Companies Act, 2013 when business requires:
✔️ Fund raising
✔️ Shareholding structure
✔️ Higher credibility

✅ Conditions

• All LLP partners must become shareholders

• No secured creditors (or NOC required)

• LLP must be compliant (Form 8 & 11 filed)

📄 Process (Brief)

1. Name approval (RUN / SPICe+)

2. File SPICe+ incorporation forms

3. MOA & AOA drafting

4. Issue Certificate of Incorporation

5. Apply for PAN, TAN

 

📝 Advisory Draft – LLP to Pvt Ltd Conversion

Email

SUBJECT: Advisory on Conversion of LLP into Private Limited Company

Dear Client,

This is to inform you that your existing Limited Liability Partnership (LLP) can be converted into a Private Limited Company under the Companies Act, 2013, subject to fulfillment of statutory conditions.

The conversion enables easier fund raising, structured ownership, and enhanced business credibility. All partners of the LLP shall become shareholders of the proposed company.

We recommend ensuring that all LLP compliances are up to date prior to initiating the conversion process.

Please contact us for end-to-end assistance in conversion and post-incorporation compliance.

Warm regards,
Authorized Consultant

 

🔁 2️⃣ PARTNERSHIP FIRM → LLP CONVERSION

📌 Overview

Traditional partnership firms can convert into LLP for:
✔️ Limited liability
✔️ Separate legal entity
✔️ Tax neutrality

✅ Conditions

• All partners must become LLP partners

• No pending legal proceedings

• Assets & liabilities transferred to LLP

📄 Process

1. DSC & DPIN

2. Name reservation

3. File FiLLiP Form

4. Execute LLP Agreement

5. Inform Registrar of Firms

 

📝 Advisory Draft – Firm to LLP

Email

SUBJECT: Advisory on Conversion of Partnership Firm into LLP

Dear Client,

Conversion of a traditional partnership firm into a Limited Liability Partnership (LLP) provides the benefit of limited liability, perpetual succession, and a separate legal identity.

The conversion can be done without capital gains tax, subject to compliance with the Income Tax Act and LLP Act, 2008.

We recommend LLP conversion to safeguard personal assets and improve business structure.

Warm regards,
Authorized Consultant

 

⛔ 3️⃣ LLP CLOSURE / STRIKE OFF

📌 When Applicable

✔️ No business activity
✔️ No assets & liabilities
✔️ LLP not operational

📄 Form

• Form 24 (Application for strike off)

⚠️ Conditions

• All annual filings completed

• Bank account closed

• No litigation pending

 

📝 LLP Closure Request Draft

Email

SUBJECT: Application for Strike Off of LLP

To
The Registrar of Companies

Subject: Application for Strike Off of LLP Name

Respected Sir/Madam,

We hereby apply for strike off of __________________ LLP, as the LLP has ceased business operations and has no assets or liabilities.

All statutory compliances have been completed and there are no pending proceedings.

Kindly approve the strike off under the LLP Act, 2008.

Thanking you.

Yours faithfully,
Designated Partner

 

💰 4️⃣ LLP TAXATION – COMPLETE EXPLANATION

📌 Income Tax

• Flat 30% tax on profits

• Surcharge if applicable

• Health & Education Cess @ 4%

📌 No Dividend Distribution Tax

✔️ Profit distributed to partners is tax-free in their hands

📌 Audit Requirement

• Turnover > ₹40 lakh OR

• Contribution > ₹25 lakh

📌 GST

• Mandatory if turnover exceeds threshold

• Required for interstate supply

 

📝 LLP Tax Advisory Draft

Email

SUBJECT : Advisory on LLP Taxation and Compliance

Dear Client,

A Limited Liability Partnership (LLP) is taxed at a flat rate of 30% under the Income Tax Act. Profit distribution to partners is exempt from further taxation.

Audit requirements apply only if turnover or contribution exceeds prescribed limits, making LLP a tax-efficient structure for professionals and SMEs.

We advise regular compliance to avoid penalties and interest.

Warm regards,
Authorized Consultant

 

🚀 5️⃣ STARTUP INDIA + LLP ADVISORY

📌 LLP as Startup

LLP CAN be registered under Startup India if:
✔️ Incorporated within last 10 years
✔️ Turnover < ₹100 crore
✔️ Innovative / scalable business

🎯 Benefits

✔️ Income tax exemption (Section 80-IAC)
✔️ Self-certification
✔️ Faster IPR processing
✔️ Government recognition

 

📝 Startup India + LLP Advisory Draft

Email

SUBJECT : Advisory on Startup India Recognition for LLP

Dear Client,

We are pleased to inform you that your LLP is eligible for recognition under the Startup India initiative, subject to fulfillment of prescribed conditions.

Startup recognition provides tax exemptions, regulatory benefits, and government support for growth and innovation.

We recommend applying for Startup India recognition to leverage these benefits at an early stage.

Warm regards,
Authorized Consultant