,

How to Register an LLP in India: Steps, Fees and Forms

RUN-LLP, FiLLiP and Form 3 explained with the official fee slabs, a costed example, yearly filings and an LLP vs private limited comparison.

Two Indian business partners reviewing partnership documents together
Photo: Pexels

Two partners with Rs 1 lakh of capital between them can register a limited liability partnership in India for about Rs 750 in government fees. The work happens online on the Ministry of Corporate Affairs (MCA) portal in three filings: RUN-LLP to reserve a name, FiLLiP to incorporate, and Form 3 to file the LLP agreement within 30 days. Add digital signatures for both partners and your state’s stamp duty on the agreement, and most small LLPs are set up for under Rs 10,000 before any professional fees.

The cheap entry is the easy part. What catches new partners out is the calendar that starts on the day the certificate arrives, with late fees that run by the day. This guide covers both: the filing sequence as it works on the MCA V3 portal, the official fee slabs, a costed example, and the yearly returns that keep an LLP in good standing.

Two Designated Partners, RUN-LLP Name Approval and FiLLiP Fees

  • An LLP needs at least two designated partners, and at least one of them must be resident in India.
  • The RUN-LLP name application costs Rs 200 and an approved name stays valid for 90 days, so file FiLLiP inside that window.
  • The FiLLiP incorporation fee runs from Rs 500 (contribution up to Rs 1 lakh) to Rs 25,000 (above Rs 1 crore), as of November 2026.
  • The LLP agreement must be filed in Form 3 within 30 days of incorporation. Stamp duty on it is a state levy and differs from state to state.
  • Every LLP files Form 11 (annual return) and Form 8 (accounts and solvency) each year, even with zero revenue. Late filing costs Rs 100 per day per form.

Who Can Form an LLP and What to Gather First

An LLP sits between a traditional partnership and a private limited company. Partners run the business directly, as in a partnership, but the LLP is a separate legal person. Its debts are its own, and each partner’s liability is limited to what they agreed to contribute. That shield is the main reason professionals, family businesses and small agencies pick this structure.

The MCA’s own guide to incorporating an LLP sets the basic rule: you need at least two designated partners who are individuals, and at least one of them must be resident in India. Designated partners are the ones answerable for filings and compliance, so pick people who will actually read MCA emails.

Before you open the portal, collect these:

  • Identity and address proof for each partner: PAN for Indian partners, passport for foreign nationals, plus a recent bank statement or utility bill as address proof.
  • A Class 3 digital signature certificate (DSC) for each designated partner: issued by a licensed certifying authority. IndiaFilings puts the cost at roughly Rs 1,000 to Rs 2,000 per person, depending on whether you buy one or two years of validity.
  • Registered office proof: a recent utility bill for the premises and a no-objection letter from the owner. If the office is rented, keep the rent agreement handy.
  • Two name choices: both should end in “LLP” and should not clash with an existing company, LLP or trademark.
  • A contribution figure: the total capital the partners commit. It decides your fee slab for incorporation and for most later filings.

Pick the contribution figure with care. It is easy to raise later, but every slab above Rs 1 lakh raises the fee on each annual form too.

Step 1: Reserve the LLP Name Through RUN-LLP

RUN-LLP (Reserve Unique Name) is a short web form on the MCA portal. You propose two names and attach a no-objection letter if a name uses a trademark or the name of an existing business. The fee is Rs 200, according to the amended fee schedule summarised by ClearTax and Quicko’s filing guide, which also notes that RUN-LLP has no pay-later option.

Once approved, a name is valid for 90 days. If FiLLiP is not filed in that time, the name lapses and you start again with a fresh fee.

You can skip RUN-LLP and propose the name inside FiLLiP itself. That saves Rs 200 and a few days. The catch is that a rejected name sends the whole incorporation form back. For a common or descriptive name, we think the separate RUN-LLP filing is worth it. For a coined word that you have already searched, filing it inside FiLLiP is usually fine.

Names fail most often because they are too close to an existing one or too generic. If you are still at the shortlist stage, our business name generator can produce options to test against the MCA name search and the trademark register.

Step 2: File FiLLiP on the MCA V3 Portal

FiLLiP (Form for incorporation of Limited Liability Partnership) is the main application. On the V3 portal, LLP forms are web forms filled in the browser rather than downloaded PDFs; the MCA’s instruction kits for forms such as Form 8 and Form 11 are published in that web-form series. You log in with a business user ID, fill the form and attach the documents.

FiLLiP does several jobs at once:

  • Incorporation: it records the LLP’s name, registered office, business activity, partners and each partner’s contribution.
  • Partner IDs: it carries the application for a Designated Partner Identification Number (DPIN) for up to two designated partners at no extra government fee, per IndiaFilings. A partner who already holds a DIN from a company directorship uses that number instead.
  • Tax numbers: the LLP’s PAN and TAN are applied for through the same filing. IndiaFilings lists these at about Rs 107 and Rs 65.

The form must be signed with the DSCs of the designated partners and certified by a practising chartered accountant, company secretary, cost accountant or advocate. The fee is paid after that certification, and it is non-refundable. If the Registrar raises queries, you get a chance to resubmit. Answer them in full the first time, because each round adds days.

When the form is approved, the Registrar issues the certificate of incorporation with the LLP Identification Number (LLPIN). From that date the LLP exists, and the 30-day clock for the agreement starts.

LLP Registration Fees by Contribution Slab

Fees are set in Annexure A of the LLP Rules. The current slabs came in through the LLP (Amendment) Rules, 2022, effective 1 April 2022. They split the old top band (above Rs 10 lakh) into three, so large LLPs now pay more than they used to. Older blog posts that cap the fee at Rs 5,000 are out of date.

Bar chart of LLP incorporation fees in India by partner contribution, from Rs 500 up to Rs 25,000
Chart: Bizolaunch

Total contributionFiLLiP incorporation feeForm 3, Form 8, Form 11 fee (each)
Up to Rs 1 lakhRs 500Rs 50
Rs 1 lakh to Rs 5 lakhRs 2,000Rs 100
Rs 5 lakh to Rs 10 lakhRs 4,000Rs 150
Rs 10 lakh to Rs 25 lakhRs 5,000Rs 200
Rs 25 lakh to Rs 1 croreRs 10,000Rs 400
Above Rs 1 croreRs 25,000Rs 600

Source: ClearTax summary of the 2022 amendment and the IndiaFilings fee page. Fees as of November 2026. You can also run your numbers through the MCA’s official fee calculator before filing.

Name reservation sits outside these slabs at a flat Rs 200. Everything else in the set-up, from Form 3 to the yearly returns, is priced off the contribution you declare in FiLLiP.

Step 3: Sign the LLP Agreement and File Form 3 Within 30 Days

The LLP agreement is the rulebook between the partners. It covers each partner’s contribution, how profit is shared, who signs cheques, how a partner joins or leaves, and what happens in a dispute. If you file no agreement, the default rules in the First Schedule of the LLP Act decide these questions, and they may not match what the partners agreed over coffee.

Three practical points matter here:

  • Stamp it first: the agreement is executed on stamp paper or e-stamp of the right value for the state where it is signed. IndiaFilings’ state-wise stamp duty table shows how widely this varies, from a flat Rs 5,000 in Kerala and Karnataka (for the lower slabs) to contribution-linked rates elsewhere.
  • File it in Form 3 within 30 days of incorporation: the filing fee follows the same slab as the annual forms, from Rs 50 to Rs 600.
  • Do not miss the deadline: IndiaFilings notes a late fee of Rs 100 per day on Form 3. A two-month delay costs more than the whole incorporation fee of a small LLP.

Form 3 is also the form you use later to record changes to the agreement, such as a new profit ratio or a higher contribution. If a change moves the LLP into a higher contribution slab, the difference in fees is paid through Form 3, according to the ICAI extract of Annexure A.

LLP Registration Timeline and Deadlines

The MCA’s processing time depends on how clean your forms are and on the Registrar’s workload, so plan around the deadlines you control. The ones below are fixed by the rules.

EventDeadlineWhat happens if you miss it
Name approved under RUN-LLPFile FiLLiP within 90 daysName lapses; new application and fee
Certificate of incorporation issuedFile Form 3 within 30 daysRs 100 per day late fee
Financial year ends 31 MarchForm 11 within 60 days (by 30 May)Rs 100 per day late fee
Six months after year end (30 September)Form 8 within 30 days (by 30 October)Rs 100 per day late fee

Deadlines from the IndiaFilings compliance summary. The MCA sometimes extends annual due dates by circular, so check the portal’s notices before assuming you are late.

What It Costs to Register an LLP: A Worked Example

Take two LLPs. The first is a two-person design studio with Rs 1 lakh of total contribution. The second is a small trading firm with Rs 8 lakh. Both have two designated partners who need new DSCs (we assume Rs 1,500 each, the middle of IndiaFilings’ range), both reserve the name separately through RUN-LLP, and both sign the agreement in Kerala, where the stamp duty is a flat Rs 5,000 according to the state table cited above.

Cost itemStudio (Rs 1 lakh)Trading firm (Rs 8 lakh)
RUN-LLP name reservationRs 200Rs 200
FiLLiP incorporation feeRs 500Rs 4,000
Form 3 filing feeRs 50Rs 150
Two DSCs (assumed Rs 1,500 each)Rs 3,000Rs 3,000
Stamp duty on agreement (Kerala)Rs 5,000Rs 5,000
Total before professional feesRs 8,750Rs 12,350
Yearly MCA fees (Form 11 + Form 8)Rs 100Rs 300

Two things stand out. Stamp duty, not the MCA fee, is the biggest single cost for a small LLP, so the state you sign in matters. And the difference between the two firms is almost all in the FiLLiP slab. If the trading firm had started at Rs 5 lakh and raised capital later, it would have paid Rs 2,000 less at incorporation, though it would pay the slab difference when it files Form 3 for the increase.

Professional help is extra. IndiaFilings quotes Rs 3,000 to Rs 10,000 for a CA, CS or advocate to handle the filings, and the certification on FiLLiP has to come from a practising professional anyway. Track all of these in one place from day one; our small business expense spreadsheet works well for the first year’s set-up costs.

After Registration: Bank Account, GST and Invoices

With the certificate, LLPIN and PAN in hand, open a current account in the LLP’s name. Banks typically ask for the incorporation certificate, the filed LLP agreement, PAN and the partners’ KYC. Keep the partners’ personal money out of this account from the start, since mixing funds weakens the separation that limited liability depends on.

Register for GST if your turnover or business type requires it, and register under your state’s shops and establishments law if you run an office or shop with staff. These are state-level steps, so they differ by location. Our guide to registering an LLP in Kerala walks through one state’s version in detail, including local stamp duty and profession tax.

Your invoices must now carry the LLP’s full name, with “LLP” at the end. If you are moving from freelance billing, a free invoice generator is an easy way to get the new format right before your accounting software is set up.

Annual LLP Compliance: Form 11, Form 8 and the Tax Return

An LLP with no revenue still files. The two MCA returns are separate and due at different times of year.

Form 11: Annual Return

Form 11 lists the partners, their contributions and any changes during the year. It is due within 60 days of the end of the financial year, which means 30 May for a year ending 31 March. The MCA publishes an instruction kit for the Form 11 web form.

Form 8: Statement of Account and Solvency

Form 8 carries the year’s statement of accounts and a declaration by the designated partners on whether the LLP can pay its debts. It is due within 30 days from the end of six months of the financial year, so 30 October. The MCA’s Form 8 instruction kit lists the attachments.

Income Tax Return

An LLP is taxed as a firm and files its income tax return on ITR-5. The due date depends on whether the accounts need a tax audit, so agree the year-end timetable with your accountant early. TDS returns follow if the LLP deducts tax on salaries, rent or contractor payments, which is why the TAN matters.

The late fee is where neglect turns expensive. At Rs 100 per day per form, a Form 11 filed 45 days late costs Rs 4,500, which is 90 times the Rs 50 filing fee of a small LLP. Partners of dormant LLPs often discover this years later. If you stop trading, close the LLP properly rather than letting the filings lapse.

LLP vs Private Limited Company: Which One Fits

Both structures give limited liability. They differ on ownership, money and paperwork.

FactorLLPPrivate limited company
Governing lawLLP Act, 2008Companies Act, 2013
Owners and managersPartners own and manage; designated partners handle complianceShareholders own; directors manage
Minimum peopleTwo designated partners, one resident in IndiaTwo directors and two shareholders
Ownership unitsContribution and profit-sharing ratio set in the agreementShares, which can be issued and transferred
Equity fundingHard; investors cannot buy sharesStandard route for angel and VC money
Employee stock optionsNot availableESOPs can be issued
Main annual MCA filingsForm 11 and Form 8Financial statements and annual return, plus board and AGM records
Statutory auditOnly above set thresholdsRequired every year

Our view is simple. If you plan to raise equity from outside investors or give staff stock options, start as a private limited company, because converting later costs time and money. Instruments such as the SAFE note and priced rounds assume shares exist. If the business is a practice, a consultancy or a family trade that will be funded by the partners and by profits, the LLP’s lighter compliance usually wins.

Founders comparing low-capital ventures often land on an LLP for exactly this reason. Many of the ideas in our list of business ideas under Rs 10 lakh suit a two-partner LLP better than a company.

Mistakes That Hold Up LLP Registration

Most rejections and delays come from a short list of avoidable errors.

  • Expired or mismatched DSC: IndiaFilings flags forms bounced because a signature had expired. Check validity before you start, and make sure the name on the DSC matches the PAN.
  • Weak office proof: the utility bill should be recent and in the owner’s name, with a signed no-objection letter that names the LLP.
  • Letting the name lapse: 90 days passes quickly when partners are slow to send documents. Collect everything before you file RUN-LLP.
  • Forgetting Form 3: founders celebrate the certificate and forget the agreement. Put the 30-day deadline in the calendar on the day you file FiLLiP.

Registering in another country follows a different logic. If you are comparing jurisdictions, our guides on forming an LLP in Kenya and LLP registration in Malaysia show how fees and partner rules change outside India.

How to Register an LLP in India: Common Questions

What Is the Minimum Capital Needed to Register an LLP in India?

There is no fixed minimum. Partners choose the contribution, and the lowest fee slab covers anything up to Rs 1 lakh, where FiLLiP costs Rs 500.

Can One Person Register an LLP?

No. An LLP needs at least two designated partners, and one must be resident in India. A solo founder who wants limited liability usually looks at a one person company instead.

Is It Mandatory to File the LLP Agreement?

Yes. Form 3 with the agreement is due within 30 days of incorporation, and the late fee is Rs 100 per day. Without a filed agreement, the default rules in the LLP Act govern the partners’ rights.

Does an LLP With No Business Have to File Returns?

Yes. Form 11 and Form 8 are due every year whether or not the LLP traded, along with the income tax return. Late fees build up by the day, so close an unused LLP rather than leave it dormant.

Can I Reserve the LLP Name Inside FiLLiP Instead of RUN-LLP?

Yes. FiLLiP allows name reservation, which saves the Rs 200 RUN-LLP fee. If the name is rejected, though, the whole incorporation form comes back, so this works best for a distinctive name you have already checked.

MCA Fee Tables, LLP Form Instruction Kits and Rule Amendments

Joydeep Bhattacharya Avatar

Written by

Founder, Editor and Business Reporter, Bizolaunch

Keep Reading