Section 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.
Section 11 is the starting point of every LLP: two or more persons associated for a lawful business with a view to profit subscribe their names to an incorporation document and file it, with a professional's statement, with the Registrar. It also lists what the document must state and makes a knowingly false statement a criminal offence. For help with the incorporation itself, see our LLP registration service.
Two or more persons associated for carrying on a lawful business with a view to profit must subscribe their names to an incorporation document, file it with the Registrar of the State in which the registered office is to be situated, and file with it a statement by an advocate, company secretary, chartered accountant or cost accountant engaged in the formation, and by one subscriber, that all requirements have been complied with (11(1)). A person who makes that statement knowing it to be false, or not believing it to be true, is punishable with imprisonment up to two years and a fine of Rs 10,000 to Rs 5 lakh (11(3)).
Section 11 at a glance
| Provision | What it provides |
|---|---|
| 11(1)(a) | Two or more persons associated for a lawful business with a view to profit subscribe their names to an incorporation document |
| 11(1)(b) | Filed in the prescribed manner and with prescribed fees with the Registrar of the State where the registered office is to be situated |
| 11(1)(c) | A statement in the prescribed form by an advocate, company secretary, chartered accountant or cost accountant engaged in the formation, and by any one subscriber |
| 11(2) | What the incorporation document must contain |
| 11(3) | Punishment for a false statement under 11(1)(c) |
Section 11(1): the three requirements
(a) Subscribers. "Two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document." Three conditions are packed in: at least two persons; a lawful business; and a view to profit. "Business" in the Act includes every trade, profession, service and occupation, subject to any activity the Central Government excludes by notification (section 2(1)(e)).
(b) Filing. The incorporation document is filed "in such manner and with such fees, as may be prescribed" with the Registrar of the State in which the registered office of the LLP is to be situated. The text gives no fee amount; fees and the electronic manner are in the rules. Our guides on the FiLLiP form and incorporation process and the documents required take this forward.
(c) The statement. Alongside the incorporation document there must be "a statement in the prescribed form, made by either an advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the LLP and by any one who subscribed his name to the incorporation document". The statement says that all the requirements of the Act and the rules made under it have been complied with, in respect of incorporation and matters precedent and incidental. So two people sign: the professional and one subscriber. The professional terms are defined in section 2(1) clauses (b), (f), (g) and (h) and, except for advocates, require a certificate of practice (see section 2, part 1).
Section 11(2): what the document must say
The incorporation document must:
| Clause | Content |
|---|---|
| (a) | Be in a form as may be prescribed |
| (b) | State the name of the LLP |
| (c) | State the proposed business of the LLP |
| (d) | State the address of the registered office |
| (e) | State the name and address of each person who is to be a partner on incorporation |
| (f) | State the name and address of the persons who are to be designated partners on incorporation |
| (g) | Contain such other information about the proposed LLP as may be prescribed |
Clause (f) ties in to section 7(2)(i): persons named here become designated partners on incorporation. And "name" and "address" of partners are as defined in section 2(1)(p) and (a): a partner's name is forename, middle name and surname, or the registered name of a body corporate, and the address is the usual residential address or the registered office of a body corporate.
Example. Ritu and Kabir plan Sunrise Interiors LLP. Their incorporation document names the LLP, states interior design services as the proposed business, gives a registered office address in the State where they will file, and names both as partners and as the two designated partners. A practising company secretary, engaged in the formation, and Ritu sign the statement. Because the document names designated partners, those two are designated partners on incorporation.
Section 11(3): false statement
"If a person makes a statement under clause (c) of sub-section (1) which he—(a) knows to be false; or (b) does not believe to be true, shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees."
Notes:
- It applies to "a person" who makes the statement, which covers both the professional and the subscriber who signs.
- The two limbs are knowing falsity, and not believing the statement to be true.
- The imprisonment and fine are written with "and": both are provided, with imprisonment up to two years and a fine in the stated range.
- The 2021 Act did not change this sub-section; the clean text carries no amendment footnote on it.
The sub-section names no procedure for trial. The Act's provisions on offences and courts are covered in later articles of this series.
What happens next
Once the requirements are met, the Registrar registers the incorporation document and gives a certificate within fourteen days (section 12), which is the subject of the next article. Reserving the name beforehand is possible under section 16.
Practical points
- Decide the registered office State first; the filing goes to that State's Registrar.
- Make sure the proposed business is lawful and carried on with a view to profit.
- Choose the professional carefully: the statement carries a criminal consequence if false.
- Check partner names and addresses against the definitions in section 2.
Need help with incorporation?
The incorporation document and the statement have to match each other and the rules. Our LLP registration service prepares and files them, and our team can talk you through who should sign and what the document should state.
Key takeaways
- Two or more persons, a lawful business, a view to profit (11(1)(a)).
- Filing is with the Registrar of the State of the proposed registered office (11(1)(b)).
- A professional engaged in the formation and one subscriber must make the statement of compliance (11(1)(c)).
- The document states the name, business, registered office, partners and designated partners, and other prescribed information (11(2)).
- A false statement, knowingly or without belief in its truth, carries up to two years' imprisonment and a fine of Rs 10,000 to Rs 5 lakh (11(3)).
Read next
- Section 12: incorporation by registration
- Section 7: designated partners
- How to File FiLLiP Form: LLP Incorporation Guide
- Documents Required to Register a Limited Liability Partnership (LLP)
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.