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LLP Registration: FiLLiP Form, Compliance Calendar and Annual Filing Requirements

LLP registration is done via the FiLLiP web form on the MCA portal. Post-registration, LLPs must file annual return (Form 11) and statement of accounts (Form 8) with ROC within pre...

TaxClue Team Tax & Compliance Expert

May 13, 2026 2 min read 0 views Updated May 24, 2026

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Limited Liability Partnership (LLP) is a hybrid business structure combining the flexibility of a partnership with limited liability protection for partners. Governed by the LLP Act 2008, LLPs are registered with the Registrar of Companies (ROC) via the MCA portal.

Minimum Requirements for LLP Incorporation

Minimum 2 partners (no maximum limit)
At least 2 designated partners, one of whom must be a resident of India (present in India for ≥182 days in preceding calendar year)
Designated partners must have DIN (Director Identification Number) or DPIN (Designated Partner Identification Number)
Registered office address in India
LLP name ending in "LLP" or "Limited Liability Partnership"
No minimum capital requirement

LLP Incorporation via FiLLiP

Name Reservation: Apply for name via RUN-LLP (Reserve Unique Name for LLP) on MCA portal
FiLLiP form: Fill the composite incorporation form on mca.gov.in:
- Partner details (PAN, DIN/DPIN, Aadhaar, address)
- Registered office address + consent of owner
- Business activity (NIC code)
- Contribution details (initial capital)
Attach: PAN, Aadhaar, proof of address of all partners, ID proof, registered office proof (utility bill), subscriber sheet with notarized partners' signatures
Pay government fee (based on contribution slab)
CRC (Central Registration Centre) processes and issues Certificate of Incorporation (LLP) with LLPIN (LLP Identification Number)
Within 30 days of incorporation: File Form 3 (LLP Agreement) on MCA portal

Key LLP Compliance Calendar

Compliance	Form	Due Date	Notes
Annual Return	Form 11	30 May (60 days from 31 March)	Details of partners, contributions, changes during year
Statement of Accounts	Form 8	30 October	Balance Sheet + P&L (audited if applicable)
Income Tax Return	ITR-5	31 Oct (non-audit) / 30 Nov (audit)	Tax Year = FY (1 Apr–31 Mar)
LLP Agreement changes	Form 3	Within 30 days of change	Any change in rights, capital, profit sharing
Change in designated partners	Form 4	Within 30 days of change	Addition, resignation, or cessation
Change in registered office	Form 15	Within 30 days	Within state; Form 17 for interstate

Taxation of LLP Under ITA 2025

LLP is taxed as a firm — flat rate 30% on total income
AMT (Alternative Minimum Tax) under Section 115JC: 18.5% of adjusted total income if regular tax is less
Surcharge: 12% if income > Rs.1 crore (no 15%/25% surcharge for LLP — capped at 12%)
Effective tax rate: ~34.94% (for income ≤ Rs.1 crore)
Profit distributed to partners: exempt under Section 10(2A) — no DDT
Remuneration and interest to partners: deductible under Section 40(b) (same limits as for firms)

Benefits of LLP over Partnership Firm

Feature	LLP	Partnership Firm
Liability	Limited to contribution	Unlimited personal liability
Legal status	Separate legal entity	No separate legal entity
Registration	Mandatory (MCA)	Optional (Partnership Registrar)
Continuity	Perpetual succession	Dissolves on partner death/retirement

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Frequently Asked Questions

How do I register an LLP in India?

File Form FiLLiP (Form for Incorporation of LLP) on the MCA portal. Minimum 2 designated partners, one of whom must be resident in India. Obtain DPIN/DIN for all partners, LLP agreement within 30 days in Form 3.

What is the annual compliance for an LLP?

Form 11 (Annual Return) — due 60 days from financial year end (30 May); Form 8 (Statement of Accounts and Solvency) — due 30 October. Also income tax return (ITR-5) by 31 October for non-audit or 30 November if audit.

Is audit mandatory for an LLP?

Tax audit mandatory if turnover exceeds Rs.1 crore (business) or Rs.50 lakh (profession) under Section 44AB ITA 2025. Statutory audit (under LLP Act) mandatory if turnover exceeds Rs.40 lakh or contributions exceed Rs.25 lakh.

What is the penalty for late filing of Form 11 or Form 8?

Rs.100 per day per form beyond the due date, with no maximum cap. Late filing can result in substantial penalties for long-delayed LLPs.

Can a company be converted to an LLP?

Yes. Section 58 of LLP Act 2008 read with 3rd Schedule: company can be converted to LLP. All assets, liabilities, and contracts transfer to the LLP. No capital gains tax if certain conditions met (Section 47(xiiib) ITA 2025).

What is the tax rate for LLP?

30% on total income plus 12% surcharge if income exceeds Rs.1 crore. Effective rate approximately 34.94%. No DDT (Dividend Distribution Tax) — profit distributed to partners is exempt in their hands (Section 10(2A)). Minimum Alternate Tax (AMT) applies at 18.5%.