Form 11 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.
Every limited liability partnership files an annual return with the Registrar in Form 11. Section 35 of the LLP Act, 2008 creates the duty, and rule 25 of the Limited Liability Partnership Rules, 2009 names the form, says who must certify it and refers to the fee. If you want the return prepared, certified and filed, our annual filing of LLP team does it.
Section 35(1) of the Act, as originally enacted, requires every LLP to file an annual return, duly authenticated, with the Registrar within sixty days of the closure of its financial year. Rule 25(1) says the return is filed in Form 11. Rule 25(2), as notified in 2009, requires a certificate that the return contains true and correct information: from a designated partner (other than the signatory to the return) for a smaller LLP, and from a Company Secretary in practice in all other cases. Forms, fees, thresholds and time limits have been amended since, so check the MCA portal before you file.
What the Act and the Rule say
Section 35(1) says every LLP shall file an annual return duly authenticated with the Registrar within sixty days of closure of its financial year, in the prescribed form and manner and with the prescribed fee. Rule 25(1) fills in the form: "every limited liability partnership shall file an annual return with the Registrar in Form 11". The form's heading says "See rule 25(1)".
Rule 25(3) says the fee is as mentioned in Annexure A. This page gives no fee amount, because the 2009 Annexure A is out of date; check the current fee on the portal.
The sixty-day period comes from the Act, not from the Rule. The Rule does not repeat it, and the Registrar's power to allow more time is not in the source used here. If you see a different period on the portal today, follow the portal: this page explains the 2009 position.
The certificate in rule 25(2)
The annual return does not stand alone. Rule 25(2), as notified in 2009, says:
| LLP | Certificate required | Given by |
|---|---|---|
| Turnover up to five crore rupees in the corresponding financial year, or contribution up to fifty lakh rupees | That the annual return contains true and correct information | A designated partner, other than the signatory to the annual return |
| All other cases | That he has verified the particulars from the books and records of the LLP and found them to be true and correct | A Company Secretary in practice |
Those two limits are quoted only as they were printed in 2009. They have been amended since, so confirm the current limits and the current certifying person before you start. The rule does not say how "contribution" is measured when partners join part-way through the year; check the portal's instructions for that point.
Example. Orbit Labs LLP has two designated partners, Neha and Sameer. Neha signs the annual return. Under rule 25(2), where the lower limits apply, the certificate must come from a designated partner other than the signatory, so Sameer gives it. If the LLP is above the limits, a Company Secretary in practice certifies instead.
Step by step
- Close the financial year and keep the books ready; the books are also the basis of the certificate (see Form 8: statement of account and solvency for the books rule).
- Check that earlier filings are up to date. Any partner change should already have been notified in Form 4 (see Form 4: changes in partners), so that the LLP's record and the return agree.
- Decide who authenticates the return (section 35(1) says "duly authenticated") and who certifies it under rule 25(2).
- Obtain the certificate from the person rule 25(2) names for your LLP's size.
- File Form 11 on the MCA portal within the period currently prescribed, with the fee shown there.
- Keep the filing proof with the LLP's records. The incorporation document, names of partners, the Statement of Account and Solvency and the annual return are open to inspection by any person, as section 36 of the Act and rule 26 provide, so what you file is on public record.
What happens if the return is late
Section 35(2) as originally enacted provided a fine for failure; the LLP (Amendment) Act, 2021 substituted sub-sections (2) and (3) with a per-day penalty on the LLP and its designated partners, subject to a maximum. This page does not quote amounts. They are explained in section 35: annual return, and a practical view is in penalty for non-filing of LLP annual returns. Rule 25 itself prints no consequence.
Form 11 and Form 8 are two separate filings
Form 8 is the Statement of Account and Solvency under rule 24(4); Form 11 is the annual return under rule 25(1). They have different provisions and different periods in the Act and the Rules, and filing one does not satisfy the other. A year-wise calendar of both is in MCA LLP filing calendar.
Common mistakes
- Using the same person as signatory and certifying designated partner where rule 25(2) asks for "other than the signatory".
- Using the 2009 turnover and contribution limits without checking the current ones.
- Assuming that a dormant LLP has nothing to file. Section 35(1) says "every" LLP.
- Treating the filing as private; it is open to inspection.
- Counting the sixty days from the date of the partners' meeting or the audit instead of from closure of the financial year.
Need help with Form 11?
A return that does not match the books, or a certificate from the wrong person, causes rejections and rework. Our annual filing of LLP service checks the particulars, arranges the certificate and files Form 11 on the portal.
Key takeaways
- Form 11 is the annual return (rule 25(1); section 35(1)).
- Section 35(1), as enacted, gives sixty days from closure of the financial year.
- A certificate accompanies the return: designated partner other than the signatory for the lower band, Company Secretary in practice otherwise (rule 25(2), 2009).
- Thresholds, fees and dates have changed since 2009; check the portal.
Read next
- Rules 25 to 27: annual return, inspection of documents and destruction of old records
- Form 11 under section 35: the annual return of an LLP
- Annual return of an LLP: Form 11 filing guide
- Annual compliance for a limited liability partnership
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009 (G.S.R. 229(E)) and the LLP Act, 2008, as consulted on 2 October 2026. The Rules have been amended since, so current forms, fees, thresholds and time limits must be checked on the MCA portal. This article is general information, not legal advice.