Overview
A Limited Liability Partnership (LLP) is a body corporate formed under the LLP Act, 2008. It combines the flexible internal management of a partnership with limited liability and a separate legal identity. It is incorporated by filing the FiLLiP form with the MCA after reserving a name through RUN-LLP, and the LLP Agreement must then be filed in Form 3 within 30 days of incorporation.
What Is an LLP?
An LLP is separate from its partners, has perpetual succession, and can own property and enter into contracts in its own name. A partner is not liable for the independent or unauthorised acts of other partners. The rights and duties between partners are governed by the LLP Agreement, which is supplemented by the First Schedule to the Act wherever the Agreement is silent.
Who Needs This Service?
LLPs are commonly used by professional firms (such as CAs, CSs, architects and consultants), service businesses, family ventures and joint ventures that want limited liability with lower compliance than a company. The structure is less suitable when equity investment from venture funds is planned.
LLP Registration in Chennai / Tamil Nadu
LLPs with a registered office in Tamil Nadu come under ROC Chennai or ROC Coimbatore. The LLP Agreement attracts stamp duty under the Indian Stamp Act, 1899 as it applies in Tamil Nadu, and it is commonly executed on e-stamp or franked paper before Form 3 is filed.
Benefits
The advantages include limited liability, no minimum contribution, no maximum number of partners, lighter annual compliance than a company, and a statutory audit only when turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. Professional assistance is most useful for drafting a clear LLP Agreement on profit sharing, capital, admission and exit.
Eligibility and Requirements
- At least 2 partners, who can be individuals or bodies corporate.
- At least 2 designated partners who are individuals, with at least one resident in India. A body corporate partner acts through a nominee.
- DPINs for designated partners. DPINs can be allotted for up to two designated partners through FiLLiP.
- A unique name ending with “LLP” or “Limited Liability Partnership”.
- A registered office in India.
Partners and Designated Partners: Who Does What
Every LLP has partners, but only designated partners carry the statutory compliance duties.
| Role | Minimum | Responsibility |
|---|---|---|
| Partner | Two | Contributes capital and shares in profit as agreed in the LLP Agreement |
| Designated partner | Two individuals | Responsible for filings, compliance and statutory acts of the LLP |
| Resident designated partner | At least one | Must be resident in India (stay of 182 days or more in the previous year) |
| DPIN and DSC | For each designated partner | Needed to sign and file forms |
Documents Required
Provide PAN, identity and address proofs and a photograph for each partner; a passport and apostilled documents for foreign partners; registered office proof with an NOC; and, for a corporate partner, a board resolution and nominee details. The consent of each partner is given in Form 9.
Application Process
- Obtain DSCs for the designated partners.
- Reserve the name through RUN-LLP. An approved name is valid for 90 days.
- File FiLLiP, which covers incorporation, DPIN allotment and the PAN/TAN application.
- The Registrar issues the Certificate of Incorporation (Form 16) with the LLPIN.
- Execute the LLP Agreement on stamp paper, or with the applicable stamp duty paid, and file it in Form 3 within 30 days.
How KVA Handles LLP Registration
Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.
| Step | Stage | What KVA does |
|---|---|---|
| 1 | Requirement review | We understand your entity, objective and timeline, and confirm what LLP Registration involves for your specific facts. |
| 2 | Document checklist | You receive a clear list of documents, particulars and approvals needed, with gaps flagged early. |
| 3 | Preparation and filing | Our team prepares, reviews and files the required forms and records, and tracks each acknowledgement. |
| 4 | Completion and follow-up | We hand over final records and explain the compliance that follows, so nothing is missed afterwards. |
Fees and Charges
- FiLLiP fees: Linked to contribution. They range from ₹500 for contribution up to ₹1 lakh up to ₹5,000 for contribution above ₹10 lakh.
- RUN-LLP fee: ₹1,000.
- Stamp duty on the LLP Agreement: Payable at the rate of the state where the LLP is located.
- Professional fees: Available on enquiry.
Processing Time
Typically 10–20 working days, including name approval. The LLP Agreement is filed after incorporation.
Why Karthick Vijayakumar & Associates
Work is handled by company secretaries who deal with statutory filings and governance every day.
Timelines for LLP Registration are tracked so that approvals and filings do not slip.
Plain-language updates at each stage, with no guesswork about what is pending.
Organised, decision-ready documentation that supports audits, banks and future filings.
Frequently Asked Questions
Two. At least two of them must be individual designated partners.
No. The LLP Act does not cap the number of partners.
Yes. A body corporate can be a partner and acts through an individual nominee.
No. Contribution can be in cash, property or services, as agreed in the LLP Agreement.
In Form 3, within 30 days of incorporation. Late filing attracts additional fees.
The First Schedule to the LLP Act governs the mutual rights of the partners. For example, it provides for equal sharing of profits, which may not reflect what the partners intended.
Only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh in a financial year. Other LLPs may still choose to have their accounts audited.
Form 11 (the annual return) is due by 30 May, and Form 8 (the Statement of Account & Solvency) is due by 30 October, each year.
Investors can join as partners, but an LLP cannot issue shares. Most venture funds therefore prefer a private limited company.
Yes, under the automatic route, in sectors where 100% FDI is permitted under the automatic route and where there are no FDI-linked performance conditions.
Yes, by following the procedure in Section 55 and the Second Schedule of the LLP Act.
Through a change in the LLP Agreement and by filing Form 4 (and Form 3 for changes to the Agreement) within 30 days of the change.
Yes. It can be registered as a company under Part I of Chapter XXI of the Companies Act, 2013, using Form URC-1 and SPICe+.
By applying to the Registrar for striking off its name in Form 24, once the LLP meets the conditions in the LLP Rules. See Strike Off & Winding Up.
LLPs are incorporated using the FiLLiP form (Form for incorporation of Limited Liability Partnership) on the MCA portal, which also covers name reservation and designated partner details.
A Designated Partner is a partner responsible for the LLP’s statutory compliance. Every LLP needs at least two, and at least one must be resident in India.
Yes, subject to the FDI and FEMA rules applicable to the LLP’s business activity. At least one designated partner must still be an Indian resident.
An LLP is taxed as a firm, with its profits taxed at the LLP rate and no dividend distribution tax on partners’ share of profit. The current rates and surcharge should be confirmed at filing.
Yes. Every proposed designated partner needs a Designated Partner Identification Number, which can be obtained in the incorporation filing for new applicants.
An LLP offers lighter compliance and flexible internal governance but cannot issue shares or easily raise equity. A private company has a clearer path to venture funding and ESOPs but more compliance.
Need Assistance With LLP Registration?
Contact Karthick Vijayakumar & Associates to discuss your partners, contribution and LLP Agreement terms.
Contact UsSpeak with Karthick Vijayakumar & Associates
Third Floor, New No. 599, Old No. 230, Konnur High Road, Ayanavaram, Chennai, Tamil Nadu, 600023, India
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