Section 35 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 LLP must file an annual return with the Registrar within sixty days of the closure of its financial year. The 2021 Act changed the consequence of delay: instead of a fine of at least Rs 25,000, the LLP and its designated partners are now liable to a daily penalty with a cap. To have the return prepared and filed on time, you can use our annual filing of LLP service.
An LLP must 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 (s.35(1)). If it fails to file before the period expires, the LLP and its designated partners are liable to a penalty of one hundred rupees for each day the failure continues, subject to a maximum of one lakh rupees for the LLP and fifty thousand rupees for designated partners (s.35(2), as substituted in 2021).
Section 35(1): the duty to file
The LLP "shall file an annual return duly authenticated with the Registrar within sixty days of closure of its financial year in such form and manner and accompanied by such fee as may be prescribed."
| Element | What the section says |
|---|---|
| Who files | Every LLP |
| What | An annual return, duly authenticated |
| With whom | The Registrar |
| Time | Within sixty days of closure of its financial year |
| Form, manner, fee | As prescribed. The Act states none; this article states no fee |
The sixty days run from the closure of the financial year. They do not depend on when accounts are finished. For an LLP whose year closes on 31 March, counting sixty days from 1 April gives 30 May. Count again against your own year-end.
The return is a different filing from the Statement of Account and Solvency under section 34. Section 34 gives six months to prepare that statement and the prescribed time to file it, while section 35 gives sixty days for the annual return. For the form and step-by-step filing, see our posts on Form 11 under section 35 and how to file LLP Form 11. For the full list of dates, see annual compliance for an LLP.
Section 35(2): the consequence of delay
The 2021 Act (clause 15) substituted sub-sections (2) and (3) with a single sub-section (2):
If any limited liability partnership fails to file its annual return under sub-section (1) before the expiry of the period specified therein, such limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for designated partners.
| Amount | |
|---|---|
| Rate | Rs 100 for each day of continuing failure |
| Cap for the LLP | Rs 1,00,000 |
| Cap for designated partners | Rs 50,000 |
Before the 2021 amendment, s.35(2) provided that an LLP failing to comply was punishable with fine of not less than Rs 25,000, extending to Rs 5 lakh, and s.35(3) provided that the designated partner was punishable with fine of not less than Rs 10,000, extending to Rs 1 lakh. Both were fines. The 2021 Act removed sub-section (3) and replaced the fines with a per-day penalty with a cap.
Two details in the new text.
- The penalty falls on the LLP and its designated partners. The text says "for designated partners" in the cap, in the plural, and does not say whether the Rs 50,000 cap is per designated partner or shared. Section 76A(3)(a), which uses the words "for every partner or designated partner" in the second proviso, uses "every". Read the cap in s.35(2) with care, and check the official text if the point matters to you.
- The penalty runs "for each day during which such failure continues". It stops when the return is filed.
Example. Bhatia Consulting LLP's financial year closes on 31 March. It does not file the annual return within sixty days. From the first day of default, a penalty of Rs 100 accrues each day. At Rs 100 a day, the LLP's penalty reaches the Rs 1,00,000 cap after 1,000 days and goes no higher. The designated partners' penalty stops at the cap stated for them.
Adjudication, relief and additional fee
Section 76A(3)(a), inserted in 2021, provides that where the default relates to non-compliance of sub-section (1) of section 35 (or sub-section (3) of section 34) and has been rectified either prior to or within thirty days of the issue of the notice by the adjudicating officer, no penalty shall be imposed, and the proceedings for that default are deemed concluded. A small LLP or a start-up LLP pays one-half of the specified penalty, subject to the stated maximum. For this, see sections 76 and 76A.
Late filing may also attract an additional fee under section 69, as substituted in 2021 (to be prescribed). See section 69 and our article on the penalty for non-filing of LLP annual returns. The Registrar may also move the Tribunal for an order to make good a default under section 41.
Practical points
- Mark the sixty-day date from your financial year-end, not from the date accounts are signed.
- File on time even if the Statement of Account and Solvency is still being finalised; the two have separate clocks.
- If you are late, file at once. The penalty runs per day, and s.76A gives relief if the default is rectified within thirty days of the adjudicating officer's notice.
- Keep the authentication details with the LLP's records.
Need help with the annual return?
Missing the sixty-day window adds a daily penalty for the LLP and the designated partners. Our annual filing of LLP service prepares and files the return and keeps a running calendar so the dates are not missed.
Key takeaways
- File the annual return with the Registrar within sixty days of closure of the financial year (s.35(1)).
- Form, manner and fee are prescribed; the Act states none.
- Delay: Rs 100 for each day, capped at Rs 1 lakh for the LLP and Rs 50,000 for designated partners (s.35(2)).
- The 2021 Act replaced the fine of Rs 25,000 to Rs 5 lakh with this daily penalty and removed s.35(3).
- Rectification within thirty days of an adjudicating officer's notice leaves no penalty under s.76A.
Read next
- Section 34: books of account, statement of solvency and audit
- Sections 36 and 37: inspection of documents and false statements
- Form 11 under section 35: the annual return of an LLP
- Penalty for non-filing of LLP annual returns
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.