Form 28 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The only event-based filing in the LLP framework with an annual deadline rather than a thirty-day one.
What it covers
Rule 34(3)(i): "If any alteration is made or occurs in — (a) the instrument constituting or defining the constitution of a limited liability partnership incorporated or registered outside India; (b) the registered or principal office of a limited liability partnership incorporated or registered outside India; or (c) the partner or designated partner, if any, of a limited liability partnership incorporated or registered outside India, the foreign limited liability partnership shall file in Form 28 such alterations with the Registrar within sixty days of the close of the financial year."
Compare the two foreign LLP alteration forms and the difference is stark.
Form 29, under rule 34(3)(ii), covers alterations in the certificate of incorporation, in the persons authorised to accept service in India, and in the Indian principal place of business — and it must be filed within thirty days from the date on which the alteration was made or occurred.
Form 28, under rule 34(3)(i), covers alterations to the foreign LLP's own constitution, its office abroad and its partners — and is filed within sixty days of the close of the financial year.
The distinction tracks what Indian counterparties need to know promptly. If the people authorised to accept service in India change, or the Indian office moves, anyone dealing with or suing the entity is immediately affected — so thirty days from the event. If a partner in the home jurisdiction retires, or the foreign constitution is amended, the Indian register becomes less current but nobody in India is immediately prejudiced.
The practical consequence is a batching effect: a foreign LLP with several changes during a year reports them together after the year ends. That is administratively convenient and it means the register lags — a partner who left in April appears until the following year's filing.
Note also that the deadline is fixed to the financial year rather than to the event, so a change occurring shortly before the year end has a much shorter effective window than one occurring just after it.
The two alteration forms compared
| Form 28 | Form 29 | |
|---|---|---|
| Rule | 34(3)(i) | 34(3)(ii) and 34(8) |
| Covers | The constituting instrument; the registered or principal office abroad; partners and designated partners | The certificate of incorporation; persons authorised to accept service in India; the principal place of business in India; cessation of the Indian place of business |
| Deadline | 60 days of the close of the financial year | 30 days from the alteration |
| Fee | Rs. 1,000 | As prescribed |
Enclosures
- Copy of the decision or other document through which alteration has been made — mandatory.
- Copy of the amended incorporation document or other instrument, certified under rule 34(2) — mandatory where the constitution is altered.
- A translated version certified under rule 34(5) where the instrument is not in English.
- Copy of alteration in partner(s) and / or designated partner(s) details — mandatory where partners have changed.
The form is digitally signed by the authorised representative of the FLLP and requires no certification.
Managing the annual cycle
- Maintain a running log of constitutional, office and partner changes abroad through the year.
- Obtain the certified amended instruments as each change occurs, not at year end.
- Arrange translations in advance where documents are not in English.
- File within sixty days of the close of the financial year.
- File any Indian-facing change under Form 29 immediately — do not batch it into the annual return.
Common mistakes
- Batching an Indian-facing alteration into the annual Form 28 filing.
- Collecting certified instruments only when the deadline approaches.
- Overlooking a partner change abroad because it has no Indian effect.
- Filing uncertified translations of amended constitutional documents.
Key Facts About Form 28
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes the entire process end to end for you.
What alterations does Form 28 cover?
Alterations in the instrument constituting or defining the constitution of an LLP incorporated or registered outside India; in the registered or principal office of such an LLP; or in the partner or designated partner, if any, of such an LLP.
What is the deadline?
Rule 34(3)(i) requires the foreign LLP to file such alterations in Form 28 with the Registrar within sixty days of the close of the financial year.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
Form 28: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.