LLP Registration and Compliances in India - A Beginner's Guide to Startup Founders

LLP Registration and Compliances in India - A Beginner's Guide to Startup Founders. Form FiLLiP for LLP Incorporation online in India 
The webform “Form FiLLiP” aims to simplify the process of LLP Registration under Rule 11(3) of the Limited Liability Partnership Rules, 2009, and section 12(1) of the Limited Liability Partnership Act, 2008, and its registration with the Registrar of Companies (RoC)/Central Registration Centre (CRC) by the user. 
An existing partnership firm can be converted into an LLP by adhering to the provisions outlined in Clause 58 and Schedule II of the LLP Act 2008 and Every partner must inform the LLP of any change in their name or address within fifteen days of the change. The LLP, in turn, is obligated to file these details with the Registrar within thirty days of the change, using Form 4. The name of the LLP shall end with either ‘Limited Liability Partnership’ or ‘LLP’. The word ‘limited’ shall only be allowed in the name as part of ‘Limited Liability Partnership’.
Learn about LLP Registration and its compliance 
The following services can be availed by the user through this webform: 
1. Application for reservation of name  of LLP
2. Application for allotment of Designated Partner Identification Number (DPIN) of Designated Partners 
3. Application for issuance of Limited Liability Partnership Identification Number/Registration of LLP with CRC in FilliP
4. Consent by a designated partner 
5. Application and statement in case of conversion of partnership firm into LLP 
6. Application and statement in case of conversion of private/unlisted public company into LLP 
7. Application for PAN/ TAN allocation Once the web form is processed and found complete, an LLP is registered, and PAN/TAN and LLPIN are allocated. Also, DINs/DPINs get issued to the proposed designated partners (individuals and nominees of body corporate) who do not have a valid DIN/DPIN.
After Filing of FillIp, When the webform is processed and DIN/DPIN is generated, an acknowledgment email confirming the DIN/DPIN generation is sent to the designated partner. Moreover, the Certificate of Incorporation (COI) or Certificate of Registration on Conversion, as applicable, will be sent to the email IDs of the FO user, LLP, and designated partners as specified in the application form, mentioning the LLPIN of the LLP.
Further, Form 3 (LLP Agreement) must be filed post LLP registration to execute and file the LLP Agreement by Sections 2(0) & (q), 22, and 23 of the LLP Act. As per the provisions of the LLP Act 2008 and Rule 2009 along with the State Stamp Act, in the absence of an agreement on any matter, the mutual rights and liabilities shall be governed by Schedule I to the Act. Therefore, if an LLP wishes to exclude any provisions or requirements of Schedule I, it must enter into an LLP Agreement that specifically excludes the applicability of any or all paragraphs of Schedule I.
A limited liability partnership that needs to file information regarding the initial LLP agreements or any changes thereto, and has more partners than the maximum number allowed in the eForm, must enter or update the details of all partners through the 'Enter/Update partners' detail for filing LLP agreement' screen. This option will be available to the designated partners (as business partners) after logging in to the MCA portal.
Compliances for LLP post Registration 
A Limited Liability Partnership (LLP) is required to comply with LLP annual filing requirements to ensure adherence to regulatory standards. Two mandatory forms that an LLP must file: LLP Annual Filing with ROC in the form of LLP Form 8 and LLP Form 11 including ITR & DIN KYC etc. 
LLP Form 8: Statement of Account & Solvency
LLP Form 8 is a declaration on the solvency of the LLP and contains details of the statement of assets and liabilities, statement of income and expenditure, and a declaration on the solvency of the LLP by the designated partners.
Filing Requirements:

Due Date: LLP Form 8 must be filed within 30 days from the end of six months of the financial year to which it relates. This means it must be filed by 30th October of each year, assuming the financial year ends on 31st March.

Signatories: The form must be digitally signed by at least two designated partners.

Certification: The form is not mandatory to be certified by a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant in practice except in cases of other than small LLP.

Penalty for Late Filing: Late filing attracts a penalty of Rs. 100 per day until the form is filed.

Details Required:

Declaration on the solvency of the LLP

Statement of assets and liabilities

Statement of income and expenditure

Contingent liabilities, if any

LLP Form 11: Annual Return
LLP Form 11 is an annual return that provides details about the number of partners, total contribution received by all partners, and details of partners and changes in them during the financial year.
Filing Requirements:

Due Date: LLP Form 11 must be filed within 60 days from the close of the financial year, i.e., by 30th May each year.

Signatories: The form must be digitally signed by at least two designated partners.

Certification: If the turnover of the LLP exceeds Rs. 5 crore or the contribution exceeds Rs. 50 lakh, the form must be certified by a CS in practice.

Penalty for Late Filing: Late filing attracts a penalty of Rs. 100 per day until the form is filed.

Details Required:

Details of the LLP’s partners

Total contribution received by all partners

Summary of partners and their respective contributions

Changes in the partnership structure, if any, during the financial year

Uniform Financial Year in LLP
Every LLP is required to maintain a uniform financial year ending on 31st March, ensuring consistency in the financial reporting and compliance processes.
Further Key Points

Updating Partner Details: If the number of partners exceeds the maximum allowed in the eForm, the LLP needs to update the details of all partners through the 'Enter/Update partners' detail for filing LLP agreement' screen available on the MCA portal. This can be accessed by the designated partners after logging in.

Filing Initial LLP Agreement: LLP Form 3 must be filed to execute and file the LLP Agreement post-registration, following Sections 2(0) & (q), 22, and 23 of the LLP Act. In the absence of an agreement, the mutual rights and liabilities will be governed by Schedule I of the Act.

By complying with these filing requirements, LLPs can ensure they remain compliant with regulatory obligations and avoid penalties. Learn more about LLP Annual Compliance and Limit for Auditors. 
Legal Requirements for Auditor Appointment in LLP

Unlike companies, LLPs are not mandated to appoint an auditor if their turnover does not exceed a specified threshold.

An LLP must appoint an auditor if its turnover exceeds Rs. 40 lakh or its contribution exceeds Rs. 25 lakh in any financial year.

More than 200 Partners in LLP?
If the total number of designated partners (DP) and partners as of 31st March of the financial year for which the return is being filed exceeds two hundred, their details need to be updated through the screen. These details must be provided on the screen before filing web-based eForm 11. Once the details are updated on the MCA portal, a Service Request Number (SRN) will be generated by the system, and this SRN must be mentioned when filing web-based Form 11. Moreover, note that the filing of Form 11 will not be allowed if there is any other eForm 11 pending for payment of fees, under processing, or already approved concerning the SRN.
Change of Registered Office or address of LLP
When you need to change the registered office of your LLP from the jurisdiction of one Registrar of Companies (RoC) office to another, you must follow these steps to file eForm 15:
Steps for Filing eForm 15 (Change of Registered Office)

Prepare and File eForm 15:

Provide details such as the new address of the LLP, jurisdiction of the new RoC office, date of change, etc.

Submit the form on the LLP portal.

Processing by Existing RoC:

The existing RoC office where your LLP is currently registered will process eForm 15.

They will verify the details and forward the form to the new RoC office for registration.

Approval and Certificate:

Once approved by the new RoC office, you will receive a Certificate for Change of Registered Address from the Registrar.

This certificate officially acknowledges the change of registered office address of your LLP.

By following these steps and complying with the LLP regulations, you can smoothly change the registered office address of your LLP between RoC jurisdictions with the help of the Compliance Calendar LLP Team of experts who can guide you in the address change of LLP smoothly. 
The incorporation of LLPs and companies up to 14th February 2024 in this financial year has not only exceeded the figures from the previous financial year 2022-23 but has also reached the highest level compared to any previous financial year.
Further steps towards Ease of Doing Business have been pivotal for the Ministry of Corporate Affairs over recent years. A significant aspect of these efforts has focused on facilitating easier entry into business circumstances, particularly through expedited company incorporations.
The establishment of the Central Registration Centre (CRC) has played a crucial role in achieving these goals. CRC ensures centralized, transparent processing of applications for incorporation of companies and LLPs in Non-STP (Straight Through Processing) mode, resulting in accelerated processing times. This initiative has shown remarkable outcomes. For instance, while 1,02,063 Companies and LLPs were incorporated during FY 2013-14, the numbers surged to 1,95,586 during FY 2022-23, marking an impressive increase of approximately 92%.

Source: PIB
Hence, Running an LLP (Limited Liability Partnership) is generally easier compared to a private company. LLPs benefit from simpler compliance requirements and lower operational costs. Unlike private companies, LLPs do not need to hold annual general meetings or maintain a formal board of directors. This flexibility in governance, combined with the tax advantages and limited liability protection offered to partners, makes LLPs an attractive choice for small to medium-sized businesses and professional firms. Connect with Compliance Calendar LLP, Delhi Delhi-based firm for getting all types of consultancy services including Business setup advisory.

Form FiLLiP for LLP Incorporation online in India

The webform “Form FiLLiP” aims to simplify the process of LLP Registration under Rule 11(3) of the Limited Liability Partnership Rules, 2009, and section 12(1) of the Limited Liability Partnership Act, 2008, and its registration with the Registrar of Companies (RoC)/Central Registration Centre (CRC) by the user.

An existing partnership firm can be converted into an LLP by adhering to the provisions outlined in Clause 58 and Schedule II of the LLP Act 2008 and Every partner must inform the LLP of any change in their name or address within fifteen days of the change. The LLP, in turn, is obligated to file these details with the Registrar within thirty days of the change, using Form 4. The name of the LLP shall end with either ‘Limited Liability Partnership’ or ‘LLP’. The word ‘limited’ shall only be allowed in the name as part of ‘Limited Liability Partnership’.

Learn about LLP Registration and its compliance

The following services can be availed by the user through this webform:

1. Application for reservation of name of LLP

2. Application for allotment of Designated Partner Identification Number (DPIN) of Designated Partners

3. Application for issuance of Limited Liability Partnership Identification Number/Registration of LLP with CRC in FilliP

4. Consent by a designated partner

5. Application and statement in case of conversion of partnership firm into LLP

6. Application and statement in case of conversion of private/unlisted public company into LLP

7. Application for PAN/ TAN allocation Once the web form is processed and found complete, an LLP is registered, and PAN/TAN and LLPIN are allocated. Also, DINs/DPINs get issued to the proposed designated partners (individuals and nominees of body corporate) who do not have a valid DIN/DPIN.

After Filing of FillIp, When the webform is processed and DIN/DPIN is generated, an acknowledgment email confirming the DIN/DPIN generation is sent to the designated partner. Moreover, the Certificate of Incorporation (COI) or Certificate of Registration on Conversion, as applicable, will be sent to the email IDs of the FO user, LLP, and designated partners as specified in the application form, mentioning the LLPIN of the LLP.

Further, Form 3 (LLP Agreement) must be filed post LLP registration to execute and file the LLP Agreement by Sections 2(0) & (q), 22, and 23 of the LLP Act. As per the provisions of the LLP Act 2008 and Rule 2009 along with the State Stamp Act, in the absence of an agreement on any matter, the mutual rights and liabilities shall be governed by Schedule I to the Act. Therefore, if an LLP wishes to exclude any provisions or requirements of Schedule I, it must enter into an LLP Agreement that specifically excludes the applicability of any or all paragraphs of Schedule I.

A limited liability partnership that needs to file information regarding the initial LLP agreements or any changes thereto, and has more partners than the maximum number allowed in the eForm, must enter or update the details of all partners through the 'Enter/Update partners' detail for filing LLP agreement' screen. This option will be available to the designated partners (as business partners) after logging in to the MCA portal.

Compliances for LLP post Registration

A Limited Liability Partnership (LLP) is required to comply with LLP annual filing requirements to ensure adherence to regulatory standards. Two mandatory forms that an LLP must file: LLP Annual Filing with ROC in the form of LLP Form 8 and LLP Form 11 including ITR & DIN KYC etc.

LLP Form 8: Statement of Account & Solvency

LLP Form 8 is a declaration on the solvency of the LLP and contains details of the statement of assets and liabilities, statement of income and expenditure, and a declaration on the solvency of the LLP by the designated partners.

Filing Requirements:

Due Date: LLP Form 8 must be filed within 30 days from the end of six months of the financial year to which it relates. This means it must be filed by 30th October of each year, assuming the financial year ends on 31st March.
Signatories: The form must be digitally signed by at least two designated partners.
Certification: The form is not mandatory to be certified by a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant in practice except in cases of other than small LLP.
Penalty for Late Filing: Late filing attracts a penalty of Rs. 100 per day until the form is filed.

Details Required:

Declaration on the solvency of the LLP
Statement of assets and liabilities
Statement of income and expenditure
Contingent liabilities, if any

LLP Form 11: Annual Return

LLP Form 11 is an annual return that provides details about the number of partners, total contribution received by all partners, and details of partners and changes in them during the financial year.

Filing Requirements:

Due Date: LLP Form 11 must be filed within 60 days from the close of the financial year, i.e., by 30th May each year.
Signatories: The form must be digitally signed by at least two designated partners.
Certification: If the turnover of the LLP exceeds Rs. 5 crore or the contribution exceeds Rs. 50 lakh, the form must be certified by a CS in practice.
Penalty for Late Filing: Late filing attracts a penalty of Rs. 100 per day until the form is filed.

Details Required:

Details of the LLP’s partners
Total contribution received by all partners
Summary of partners and their respective contributions
Changes in the partnership structure, if any, during the financial year

Uniform Financial Year in LLP

Every LLP is required to maintain a uniform financial year ending on 31st March, ensuring consistency in the financial reporting and compliance processes.

Further Key Points

Updating Partner Details: If the number of partners exceeds the maximum allowed in the eForm, the LLP needs to update the details of all partners through the 'Enter/Update partners' detail for filing LLP agreement' screen available on the MCA portal. This can be accessed by the designated partners after logging in.
Filing Initial LLP Agreement: LLP Form 3 must be filed to execute and file the LLP Agreement post-registration, following Sections 2(0) & (q), 22, and 23 of the LLP Act. In the absence of an agreement, the mutual rights and liabilities will be governed by Schedule I of the Act.

By complying with these filing requirements, LLPs can ensure they remain compliant with regulatory obligations and avoid penalties. Learn more about LLP Annual Compliance and Limit for Auditors.

Legal Requirements for Auditor Appointment in LLP

Unlike companies, LLPs are not mandated to appoint an auditor if their turnover does not exceed a specified threshold.
An LLP must appoint an auditor if its turnover exceeds Rs. 40 lakh or its contribution exceeds Rs. 25 lakh in any financial year.

More than 200 Partners in LLP?

If the total number of designated partners (DP) and partners as of 31st March of the financial year for which the return is being filed exceeds two hundred, their details need to be updated through the screen. These details must be provided on the screen before filing web-based eForm 11. Once the details are updated on the MCA portal, a Service Request Number (SRN) will be generated by the system, and this SRN must be mentioned when filing web-based Form 11. Moreover, note that the filing of Form 11 will not be allowed if there is any other eForm 11 pending for payment of fees, under processing, or already approved concerning the SRN.

Change of Registered Office or address of LLP

When you need to change the registered office of your LLP from the jurisdiction of one Registrar of Companies (RoC) office to another, you must follow these steps to file eForm 15:

Steps for Filing eForm 15 (Change of Registered Office)

Prepare and File eForm 15:

Log in to the LLP portal and prepare eForm 15 (Form for notifying Change of Registered Office Address).
Provide details such as the new address of the LLP, jurisdiction of the new RoC office, date of change, etc.
Submit the form on the LLP portal.

Processing by Existing RoC:

The existing RoC office where your LLP is currently registered will process eForm 15.
They will verify the details and forward the form to the new RoC office for registration.

Approval and Certificate:

Once approved by the new RoC office, you will receive a Certificate for Change of Registered Address from the Registrar.
This certificate officially acknowledges the change of registered office address of your LLP.

The incorporation of LLPs and companies up to 14th February 2024 in this financial year has not only exceeded the figures from the previous financial year 2022-23 but has also reached the highest level compared to any previous financial year.

Further steps towards Ease of Doing Business have been pivotal for the Ministry of Corporate Affairs over recent years. A significant aspect of these efforts has focused on facilitating easier entry into business circumstances, particularly through expedited company incorporations.

The establishment of the Central Registration Centre (CRC) has played a crucial role in achieving these goals. CRC ensures centralized, transparent processing of applications for incorporation of companies and LLPs in Non-STP (Straight Through Processing) mode, resulting in accelerated processing times. This initiative has shown remarkable outcomes. For instance, while 1,02,063 Companies and LLPs were incorporated during FY 2013-14, the numbers surged to 1,95,586 during FY 2022-23, marking an impressive increase of approximately 92%.

Source: PIB

Hence, Running an LLP (Limited Liability Partnership) is generally easier compared to a private company. LLPs benefit from simpler compliance requirements and lower operational costs. Unlike private companies, LLPs do not need to hold annual general meetings or maintain a formal board of directors. This flexibility in governance, combined with the tax advantages and limited liability protection offered to partners, makes LLPs an attractive choice for small to medium-sized businesses and professional firms. Connect with Compliance Calendar LLP, Delhi Delhi-based firm for getting all types of consultancy services including Business setup advisory.