For Partnership Firms & LLPs
Partnership & LLP Compliance — Done Professionally
LLP registration, partnership deed, ITR-5 filing, ROC annual return, GST, and conversion to Pvt Ltd — complete compliance for all partnership structures.
CA/CS
Qualified Team
MCA
LLP Registered Filers
ITR-5
Partnership Returns
₹0
Hidden Fees
✓ LLP Registration
✓ Partnership Deed Drafting
✓ ITR-5 Filing
✓ ROC Annual Return
✓ Pvt Ltd Conversion
Register Your LLP or Fix Your Compliance
Tell us about your firm or LLP — our CA will assess your current compliance status, identify gaps, and guide you on the best structure for your business.
What We Do For Partnerships & LLPs
Partnership Services — All in One Place
🏢
Registration
LLP Registration
Complete LLP incorporation with MCA — DSC for all designated partners, DIN, LLP agreement drafting, FiLLiP incorporation form, Certificate of Incorporation, and filing the LLP agreement in Form 3. Done in 10–15 days.
Register LLP
📝
Legal
Partnership Deed Drafting
Comprehensive partnership deed — profit sharing ratio, capital contribution, partner roles, admission/retirement clauses, dissolution terms. Stamped and notarised as required by state law.
Draft Deed
📋
ROC
LLP Annual ROC Return
LLP Form 8 (Statement of Accounts & Solvency) due by October 30, and Form 11 (Annual Return) due by May 30 every year. Late fee: ₹100/day per form. We file on time, every time.
File ROC Return
📄
Income Tax
ITR-5 Filing (Firm / LLP)
ITR-5 for partnership firms and LLPs. Firm taxed at flat 30% + surcharge. Partners’ remuneration (within Section 40(b)) and interest up to 12% are deductible. Partners’ profit share is exempt; they file ITR-3 for the remuneration and interest they receive.
File ITR-5
🧾
GST
GST Registration & Returns
GST registration in firm name. Monthly GSTR-1 + GSTR-3B filing. Input tax credit reconciliation. Annual GSTR-9. Separate GST registration needed if firm operates in multiple states.
Register for GST
🔄
Conversion
Convert to Pvt Ltd / LLP
Convert an existing partnership firm to an LLP (Section 55 LLP Act) or a Pvt Ltd company. Keep the business, contracts and goodwill running; bring in employees and investors. Complete conversion + tax-neutrality and asset transfer advice.
Convert Entity
Structure Comparison
Partnership vs LLP vs Pvt Ltd
Partnership Firm — Traditional
Easy to form — just a deed. No MCA registration required (registration with the state Registrar of Firms is optional but advisable). Flexible profit sharing. But: unlimited personal liability, no separate legal identity, cannot raise equity funding, and a partner’s exit can dissolve the firm unless the deed provides otherwise.
LLP — Recommended
Limited liability for partners. Separate legal entity (MCA). Lower compliance than Pvt Ltd. No minimum capital required. Profit share is tax-free in partners’ hands. But: cannot issue equity shares/ESOPs, and ROC filing is mandatory (Form 8 + 11), with an audit once turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
Private Limited Co. — Scale-Ready
Raise equity funding. ESOP for employees. Strong investor preference. Perpetual existence. But: higher compliance burden, statutory audit mandatory, and dividends are taxed again in shareholders’ hands.
LLP Annual Compliance
LLP Filing Calendar — Don’t Miss Deadlines
May 30 — Form 11 (Annual Return)
LLP Annual Return with details of partners, contributions, and business summary. Late fee: ₹100/day.
Jul 31 — ITR-5 Filing
Income tax return for an LLP or partnership firm that is not under tax audit (FY 2025-26). Audited firms file by 31 October, and so do their working partners.
Sep 30 — Tax Audit (if applicable)
If turnover exceeds ₹1 crore (₹10 crore where cash receipts and payments are each within 5%) or professional receipts exceed ₹50 lakh, the tax audit report is due by Sep 30.
Oct 30 — Form 8 (Accounts & Solvency)
Statement of Accounts & Solvency for the financial year (Apr–Mar). Includes Balance Sheet and P&L. Late fee: ₹100/day.
Dec 31 — Belated ITR Filing
Last date to file a belated or revised ITR for FY 2025-26. After this only an updated return (ITR-U) with additional tax is possible, and losses cannot be carried forward.
Your Compliance Map
What Applies to a Firm or LLP
A partnership firm answers mainly to the Income-tax Act and GST; an LLP also files with MCA every year. Here is every obligation side by side, and which one it applies to.
| Obligation | Applies when | Due | Law | Status |
|---|---|---|---|---|
| Written partnership deed / LLP agreement | Every firm and LLP; remuneration and interest must be authorised and quantified in it | At formation; LLP agreement filed in Form 3 within 30 days of incorporation | Partnership Act, 1932; LLP Act, s.23 | Mandatory |
| Registration of firmRegistrar of Firms | Partnership firms (LLPs are registered with MCA instead) | Any time; needed before the firm can sue to enforce a contract | Partnership Act, s.58 / s.69 | Recommended |
| LLP annual returnForm 11 | Every LLP, even with no business | 30 May | LLP Act, s.35 | Mandatory |
| Statement of accounts & solvencyForm 8 | Every LLP, even with no business | 30 October | LLP Act, s.34 | Mandatory |
| LLP accounts audit | Turnover over ₹40 lakh or partners’ contribution over ₹25 lakh | Before Form 8 is filed | LLP Rules, r.24 | If applicable |
| Designated partner KYCDIR-3 KYC | Every designated partner holding a DIN | 30 June, once every three financial years (next: 30 June 2028) | Companies (Appointment of Directors) Rules, r.12A | Mandatory |
| Partner or agreement changesForm 4 / Form 3 | A partner joins or leaves, or the LLP agreement changes | Within 30 days of the change | LLP Act, s.23 / s.25 | If applicable |
| Income tax returnITR-5 | Every firm and LLP, profit or loss — taxed at a flat 30% | FY 2025-26: 31 Jul 2026 without audit; 31 Oct 2026 with audit | Income-tax Act, 1961, s.139 | Mandatory |
| Tax auditForm 3CB-3CD | Turnover over ₹1 crore (₹10 crore if cash is within 5%); professional firms over ₹50 lakh | 30 September | s.44AB (s.63 of the 2025 Act; Form No. 26) | If applicable |
| Presumptive taxationSection 44AD | Partnership firms only (not LLPs), turnover up to ₹2 crore or ₹3 crore if cash is within 5% | Chosen in the return; no further deduction for partner remuneration or interest | Income-tax Act, 1961, s.44AD | If applicable |
| Partner remuneration & interest limits | Paying working partners a salary, or interest on capital | Each year’s computation: remuneration within s.40(b), interest up to 12% p.a. | Income-tax Act, 1961, s.40(b) | If applicable |
| TDS on payments to partners | Remuneration, commission or interest to a partner above ₹20,000 in the year | Deduct 10% at payment or credit; deposit by the 7th | s.194T (from 1 Apr 2025); s.393 of the 2025 Act | If applicable |
| TDS on other payments | Salary, rent, contractor or professional fees above the thresholds | Deposit by the 7th; statements 31 Jul, 31 Oct, 31 Jan, 31 May | Income-tax Act, 2025, s.393 | If applicable |
| Advance tax | The firm’s tax for the year is ₹10,000 or more | 15 Jun, 15 Sep, 15 Dec, 15 Mar; 44AD firms pay it all by 15 March | Income-tax Act, 2025, s.408 | If applicable |
| GST registration & returns | Turnover over ₹40 lakh (goods) or ₹20 lakh (services), inter-state sale of goods, or marketplace selling | GSTR-1 by the 11th, GSTR-3B by the 20th; GSTR-9 by 31 December | CGST Act | If applicable |
| Partners’ own returnsITR-3 | Partners receiving remuneration or interest; profit share itself is exempt | 31 October if the firm is audited (working partners); otherwise the normal date | Income-tax Act, 1961, s.139 | Mandatory |
MCA late fees on Form 8 and Form 11 run at ₹100 a day per form with no cap. The Income-tax Act, 2025 applies from tax year 2026-27; the FY 2025-26 ITR-5, tax audit and Q4 TDS statements are still under the 1961 Act.
FY 2026-27 Calendar
Your Year at a Glance
The dates a GST-registered firm or LLP works to. Monthly: TDS deposit (including TDS on partner payouts) by the 7th, GSTR-1 by the 11th and GSTR-3B by the 20th.
- Apr – JunQ1
- LLP Form 11 annual return
- Q4 TDS statements for FY 2025-26, including partner TDS
- Advance tax — 15% of the year’s tax (not for 44AD firms)
- Jul – SepQ2
- ITR-5 for FY 2025-26 if no audit; Q1 TDS statements
- Advance tax — 45% cumulative
- Tax audit report, if turnover crosses the limit
- LLP accounts signed by designated partners (and audited, where required)
- Oct – DecQ3
- LLP Form 8 — accounts & solvency
- ITR-5 for audited firms, working partners’ ITRs, Q2 TDS statements
- Advance tax — 75% cumulative
- GSTR-9 for FY 2025-26, and the last date for belated or revised returns
- Jan – MarQ4
- Q3 TDS statements
- Advance tax — 100%; 44AD firms pay the full amount now
- Year-end: credit partner remuneration and interest as per the deed, deduct TDS, close books
What Goes Wrong
Mistakes That Cost Firms & LLPs
Most of what we fix for firms and LLPs comes from a thin deed, a missed MCA form, or partner payments made without looking at the tax rules.
Late LLP Form 8 or Form 11
The additional fee runs per form, per day, with no upper cap — an LLP that stops filing for a few years can owe more than it ever earned.
₹100 per day, per formRemuneration not in the deed
Salary or interest paid to partners but not authorised and quantified in the deed is disallowed and taxed at 30% in the firm.
Full disallowance of the paymentIgnoring TDS on partner payouts
Since 1 April 2025, remuneration and interest to a partner above ₹20,000 a year need 10% TDS. Many small firms still credit them without it.
Interest on the TDS + risk of the expense being disallowedLeaving a firm unregistered
An unregistered firm cannot file a suit to enforce a contract against a third party, which bites exactly when a customer stops paying.
No right to sue under s.69Partner changes not reported
A partner leaves but Form 4 is never filed, so MCA still shows them — and outgoing partners stay exposed on paper.
₹100 per day on the late formCrossing the audit limit unnoticed
Turnover crosses the tax audit limit, or a 44AD firm declares lower profit, and no audit report is filed by 30 September.
0.5% of turnover, up to ₹1.5 lakhWorking With TaxClue
How It Works — and What We Need
Four steps
- Share the deed and filingsYour partnership deed or LLP agreement, last ITR and MCA status — we check what is overdue first.
- Get your compliance mapA dated list of every MCA, income tax and GST filing for the year, with a fixed fee quoted upfront.
- We fix the deed and fileRemuneration and interest clauses brought within 40(b); Form 8, Form 11, ITR-5 and TDS prepared for partners to sign.
- Partners stay covered tooEach partner’s ITR prepared from the firm’s figures, with TDS credit for 194T deductions matched.
Documents to keep ready
- Partnership deed or LLP agreementWith every supplementary deed
- Firm / LLP PAN, and TAN if deducting TDS
- PAN & Aadhaar of every partner
- Registration certificateRegistrar of Firms, or LLP incorporation certificate
- Partners’ capital account statements
- Bank statements, sales & purchase invoices
- Designated partners’ DSCsFor MCA filings
Common Questions
Partnership & LLP — FAQs
A traditional partnership firm is governed by the Indian Partnership Act 1932 — partners have unlimited personal liability for the firm’s debts and obligations. An LLP (Limited Liability Partnership) is governed by the LLP Act 2008 and is registered with MCA. In an LLP, each partner’s liability is limited to their agreed contribution — personal assets are protected. LLPs also have a separate legal identity, can own property, and can sue/be sued. For new businesses, LLP is almost always preferable.
Both partnership firms and LLPs are taxed at a flat rate of 30% on net income plus 12% surcharge (if income exceeds ₹1 crore) plus 4% health & education cess. Partners’ remuneration (within Section 40(b) limits) and interest paid to partners (up to 12% per annum) are deductible from the firm’s income. Partners’ individual share of profit from the firm is exempt from income tax in their hands (as it has already been taxed at firm level). Partners pay personal tax only on the remuneration and interest they receive from the firm — and from 1 April 2025 the firm deducts 10% TDS on these payments once they cross ₹20,000 a year.
LLPs must file two annual forms with MCA: (1) Form 11 (Annual Return) by May 30 — details of partners, designated partners, and capital contributions; (2) Form 8 (Statement of Accounts & Solvency) by October 30 — balance sheet and P&L for the financial year. Late filing fee: ₹100 per day per form, with no upper cap. Additionally, any changes to partners, registered office, LLP agreement, or capital must be reported via Form 3, Form 4, or Form 15 within prescribed timelines.
Yes, Section 55 of the LLP Act 2008 allows conversion of a registered partnership firm to LLP. Process: all partners consent, file Form 17 with MCA together with the LLP incorporation form (FiLLiP), then file the LLP agreement in Form 3. The firm’s assets, liabilities and contracts vest in the LLP by operation of the Act. On tax: Section 47(xiiib) covers a company converting into an LLP, not a firm, so whether a firm-to-LLP conversion stays tax-neutral depends on how it is structured — we review this before you file. Converting a firm into a company is a separate route with its own conditions under Section 47(xiii). TaxClue handles the complete conversion process.
A well-drafted LLP agreement must include: names and addresses of all designated partners, capital contribution by each partner, profit and loss sharing ratio, remuneration and interest entitlement, roles and responsibilities of each partner, decision-making and voting rights, admission and retirement procedure, transfer of partner interest, indemnification clauses, dispute resolution (arbitration preferred), and dissolution/winding-up provisions. TaxClue’s legal team drafts comprehensive LLP agreements tailored to your business.
No, registration with the state Registrar of Firms is optional under the Indian Partnership Act, 1932 — a firm exists once the partners agree, and it can get a PAN, bank account and GST registration on the strength of its deed. But under Section 69 an unregistered firm cannot sue a third party to enforce a contract, and a partner cannot sue the firm or co-partners. Registration is inexpensive and can be done at any time, so most firms should complete it.
Only working partners can be paid remuneration, and only if the deed authorises and quantifies it. The deductible ceiling under Section 40(b), from AY 2025-26, is the higher of ₹3 lakh or 90% of the first ₹6 lakh of book profit (₹3 lakh also applies if there is a loss), plus 60% of book profit above ₹6 lakh. Interest on capital is deductible up to 12% a year. Anything above these limits is added back to the firm’s income and taxed at 30%.
No. Section 194T, in force from 1 April 2025, covers salary, remuneration, commission, bonus and interest paid or credited to a partner, once the total for the year crosses ₹20,000. The partner’s share of profit, which is exempt in their hands, and withdrawals from the capital account are outside it. The firm needs a TAN, deposits the TDS by the 7th of the next month and reports it in the quarterly statement; from tax year 2026-27 this sits under section 393 of the Income-tax Act, 2025.
A resident partnership firm can use Section 44AD if its turnover is within ₹2 crore (₹3 crore where cash receipts and payments are each within 5%), declaring 8% of turnover as profit, or 6% on digital receipts. An LLP cannot — Section 44AD expressly excludes it. Under 44AD the firm cannot deduct partner remuneration or interest from the presumptive profit, so a firm that pays its partners well may be better off keeping books and claiming them.
Yes. Form 11 and Form 8 are due every year whether or not the LLP traded, and the ₹100-a-day late fee on each form applies all the same. The LLP also files a nil ITR-5. An audit is needed only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. If the LLP will stay idle, closing it through the strike-off route may be cheaper than years of nil filings — but all overdue forms must be filed first.
Build on the Right Structure
Let Us Handle the Compliance.
Tell us where you stand — a CA calls back with a clear action plan.