Limited Liability Partnership
registration in India.

The right structure for service firms, professional practices and small partnerships that want limited liability without the full compliance load of a Private Limited Company. Senior CA and CS sign-off, custom LLP Agreement — not a template.

Realistic timeline

12–18 working days

Who signs off

Named CA + CS

What stays with you

Named compliance team

Scope my LLP

What is a Limited Liability Partnership?

A Limited Liability Partnership (LLP) is a hybrid structure under the Limited Liability Partnership Act, 2008. It combines the operational flexibility of a traditional partnership — partners manage the business directly, profit-sharing is defined by agreement rather than share allocations — with the limited liability protection usually associated with corporations. In an LLP, each partner is liable only to the extent of their agreed contribution; one partner cannot be held personally liable for another partner's negligence or misconduct.

The LLP structure was designed primarily for professional service firms — chartered accountants, lawyers, architects, consultants — who historically operated as unlimited partnerships where any one partner's mistake could cost every other partner personally. In practice, LLPs today are also widely used by two-to-five-person agencies, boutique service businesses, and family-run operations where equity-based external investment is not planned.

Who should register an LLP?

An LLP is the right choice if:

You run a service firm with 2–5 partners. Agency, consulting practice, boutique advisory — the LLP gives you liability protection and clean profit-sharing without ESOP machinery you will not use.
You do not plan to raise institutional capital. LLPs cannot issue shares. Angel and VC funding structures do not work. If you are revenue-funded or self-funded, this is a non-issue; if you expect to raise within 24 months, go Pvt Ltd.
You want lighter annual compliance. Two main filings per year (Form 11 and Form 8), no mandatory audit below turnover and capital thresholds, no requirement for board meetings. Materially less admin than a Pvt Ltd.
Your partners want direct management rights. In an LLP, every designated partner can bind the LLP in contracts. In a Pvt Ltd, authority flows through the board and specific delegations. LLP suits partnerships where every founder is operationally hands-on.

Choose a Pvt Ltd instead if you expect to issue stock options, raise institutional funding, or build a business you plan to list or sell as equity. Choose a sole proprietorship if you are a solo operator with no partners.

What is included

2 Designated Partner Identification Numbers (DPINs)
2 Class-3 Digital Signature Certificates (DSCs)
Name reservation (with up to 2 re-filings if rejected)
FiLLiP incorporation filing with the Registrar of Companies
Drafting of a custom LLP Agreement (profit sharing, admission, retirement, dispute resolution)
Form 3 filing of the LLP Agreement within the statutory 30-day window
PAN and TAN allotment
Certificate of Incorporation delivery
Day-one compliance calendar covering Form 11, Form 8, income tax and audit thresholds

Documents you need to prepare

PAN card of each designated partner (self-attested)
Aadhaar or passport (identity proof) of each designated partner
Latest utility bill or bank statement (address proof, under 2 months old)
Passport-size photograph of each designated partner
Proof of registered office (rent agreement + NOC, or ownership document)
Latest electricity or water bill for the registered office (under 2 months old)
Proposed LLP name — 2 options in order of preference
Capital contribution amount and profit-sharing ratio between partners

All documents must be self-attested. Address proofs must be under 60 days old. Foreign nationals require apostilled or notarised passport copies.

How the process actually runs

Scoping call

A short call to confirm an LLP suits your situation — if you intend to raise VC capital or issue ESOPs within 24 months, we recommend Pvt Ltd instead and tell you why.

DSC and DPIN

Class-3 Digital Signature Certificates for each designated partner, plus Designated Partner Identification Numbers through the FiLLiP form. Turnaround: 1–3 working days.

Name reservation (RUN-LLP)

We file name availability with the MCA. If a name is rejected for similarity or a reserved term, we re-file with backup names at no extra professional fee.

FiLLiP incorporation form

The master LLP incorporation form, filed with the Registrar of Companies. Covers partner KYC, registered office, business activity and capital contribution.

LLP Agreement drafting and filing

The constitutional document of the LLP — profit-sharing, decision-making, dispute resolution, admission and retirement of partners. Must be filed in Form 3 within 30 days of incorporation. We draft it to fit your partnership, not off a template.

Post-incorporation handover

Full file delivery — Certificate of Incorporation, LLP Agreement, PAN, TAN, DPIN allotment, and a day-one compliance calendar covering Form 11, Form 8 and income tax deadlines.

Common mistakes partners make

⚠ Choosing an LLP when you plan to raise institutional capital

VCs, angels and most lending platforms do not fund LLPs — the structure does not support equity shares or convertible instruments. If you expect to raise within 24 months, incorporate as a Pvt Ltd from day one. Converting an LLP to a Pvt Ltd later is possible but slow and expensive.

⚠ Using a template LLP Agreement

The LLP Agreement is the only document that defines what happens when partners disagree, want to exit, or want to add a new partner. A templated agreement typically leaves exit valuation, decision-making thresholds, and non-compete clauses vague — exactly where partnerships break down.

⚠ Missing the 30-day Form 3 deadline

The LLP Agreement must be filed in Form 3 within 30 days of incorporation. Missing it attracts a penalty of ₹100 per day with no upper limit. Common mistake with DIY incorporations because the deadline is not flagged on the Certificate of Incorporation.

⚠ Ignoring the audit threshold

An LLP is exempt from audit only if annual turnover is below ₹40 lakh AND capital contribution is below ₹25 lakh. Cross either threshold and a chartered accountant audit becomes mandatory. Founders often learn this at year-end when the tax return is due.

⚠ Confusing designated partners with partners

An LLP can have unlimited partners, but at least 2 must be designated partners — the ones responsible for compliance filings and legal liability for non-compliance. Non-designated partners share profits but not compliance responsibility. Get this structure wrong and the wrong person is on the hook when a filing is missed.

Frequently asked questions

What is the main difference between an LLP and a Private Limited Company?

An LLP is a partnership with limited liability — profits are shared, decisions are made by partner agreement, and there are no shares. A Pvt Ltd is a corporate entity with shares, directors and shareholders, and can raise investment through equity. LLPs have lighter annual compliance (two main filings per year); Pvt Ltd requires annual ROC filings, board meetings, auditor appointment and more.

How many partners do I need to form an LLP?

An LLP requires a minimum of 2 partners and at least 2 designated partners. There is no upper limit on the number of partners. At least one designated partner must be a resident of India (182+ days in the preceding financial year).

Can an LLP raise external investment?

An LLP can accept capital contributions from partners and borrow from banks or NBFCs, but it cannot issue equity shares. This means VC funding, angel investment via equity, convertible notes and ESOPs are not available structures. If any of these are on your roadmap, start with a Pvt Ltd.

How much paid-up capital does an LLP need?

There is no minimum capital contribution requirement. Partners can contribute as little as ₹1 each, in cash or kind (property, machinery, services valued at agreed amounts). The capital contribution is documented in the LLP Agreement and in Form 3.

Does an LLP need a GST registration from day one?

Only if the LLP crosses the applicable turnover threshold (₹40 lakh for most states, ₹20 lakh for specified categories, ₹10 lakh for special-category states) or supplies interstate services or goods. We can register you for GST during the setup window if your business model requires it from day one — e-commerce, interstate B2B services, SaaS billing to other states.

What ongoing compliance does an LLP have each year?

The two main filings are Form 11 (Annual Return — due 30th May each year) and Form 8 (Statement of Account and Solvency — due 30th October). Income tax return under the LLP head, GST returns if registered, TDS compliance if deducting, and audit if either turnover or capital crosses the threshold. We cover all of this under our ongoing compliance retainer.

Can an LLP be converted to a Private Limited Company later?

Yes, under Section 366 of the Companies Act 2013. The conversion requires creditor NOCs, member approval, a provisional balance sheet, and Registrar sanction. Realistically a 45–60 day process. Easier to start with the right structure than to convert, which is why the scoping call matters.

Why work with Cosmoura on this

The hardest part of forming an LLP is not the filing — it is the LLP Agreement. The agreement decides what happens when a partner wants to exit, when a new partner is admitted, when there is a disagreement on business direction, and how profits are split if contributions are unequal. A templated agreement glosses over these moments; a custom agreement makes them explicit, which is the only thing that holds partnerships together when relationships get difficult.

We draft the LLP Agreement in conversation with you, cover the structural questions that templates do not, and keep the same team on your file for Form 11, Form 8 and tax filings each year. Most of our LLP clients move onto a monthly compliance retainer after launch — the same team, no handover.

Ready to form your LLP?

Tell us about your partnership — who is involved, how you plan to split profits, and what the business will do. We will reply within a working day with a scoped plan and a realistic timeline.