Documents Required for Limited Liability Partnership Registration

A Limited Liability Partnership (LLP) is a business structure introduced in India under the LLP Act, 2008. It combines the benefits of limited liability with the flexibility of a partnership, which makes it ideal for small businesses and professionals. With relaxed FDI rules, LLPs have also gained popularity among NRIs and foreign nationals. This article explains the key documents needed to register an LLP in India, based on guidelines of the Ministry of Corporate Affairs (MCA).

What is a Limited Liability Partnership (LLP)?

A Limited Liability Partnership (LLP) in India is a business model that blends elements of both a partnership firm and a private limited company. It is governed by the Limited Liability Partnership Act, 2008, and is regulated by the Ministry of Corporate Affairs (MCA).

In an LLP, two or more people come together to run a business, but unlike a traditional partnership, their liability is limited to the amount they have invested in the business. This means their assets are protected and are not used to repay the business debts.

An LLP is a separate legal entity, which means it can own property, open a bank account, and enter into contracts in its name. It continues to exist even if one of the partners leaves or changes.

LLPs are mainly preferred by professionals, small businesses, startups, and service-based firms because they are easy to manage, offer legal protection, and do not require a minimum capital to start.

This structure offers the benefit of limited liability with the flexibility of a partnership, which makes it a popular choice for many business owners in India.

Benefits of LLP Registration

People are eager to register a Limited Liability Partnership (LLP) because it offers a unique blend of flexibility, limited liability, and legal recognition, making it an attractive option for startups, professionals, and small businesses. Here are the key reasons:

1. Limited Liability Protection

Partners are liable only to the extent of their capital contribution. Personal assets are protected in case the LLP faces debts or legal issues, unlike in a traditional partnership.

2. Separate Legal Entity

An LLP is a separate legal entity from its partners, meaning it can own property, enter into contracts, and sue or be sued in its own name.

3. Flexible Management Structure

LLPs offer internal flexibility similar to a partnership firm. There’s no requirement for a board of directors or shareholder meetings, making it easier to manage.

4. No Minimum Capital Requirement

Unlike companies, there is no minimum capital needed to start an LLP. It can be formed with any amount of capital as per the agreement between partners.

5. Tax Efficiency

LLPs are not subject to dividend distribution tax (DDT), and profits are taxed only once in the hands of the LLP, making them more tax-efficient than private limited companies.

6. Lower Compliance Burden

Compliance requirements for LLPs are significantly less than for companies — no mandatory audit below Rs 40 lakhs turnover or Rs 25 lakhs capital, and fewer filings with the MCA.

7. Attracts Professionals and Consultants

LLPs are ideal for professionals like lawyers, accountants, architects, and consultants who want a structure with legal recognition and limited liability.

8. Credibility and Legal Recognition

Being registered with the Ministry of Corporate Affairs (MCA), an LLP enjoys better credibility with banks, vendors, and potential partners compared to unregistered partnerships.

Let’s learn the documents required for LLP registration. The process is as follows.

Documents Required for LLP Registration from Indian Nationals

If an Indian citizen wants to become a partner in a Limited Liability Partnership (LLP), they must provide a few important documents during the registration process. These documents help verify the identity and address of the partner, as required by the Ministry of Corporate Affairs (MCA).

1. PAN Card:

It is mandatory to provide a copy of the Permanent Account Number (PAN) Card. It acts as a primary identity proof and must match the partner’s name on all other documents.

2. Address Proof:

Along with the PAN Card, an official address proof is needed. This document should have the same name as on the PAN Card and show the partner’s current address. It must be dated within the last 2 months. Accepted documents include:

• Passport
• Voter ID
• Ration Card
• Driving License
• Electricity Bill
• Telephone Bill
• Aadhaar Card

To ensure a smooth LLP registration, these documents should be clear, valid, and current.

3. Residential Proof:

To validate the current address of the partner, any one of the following documents (not older than 2 months) must be submitted:

• Bank Statement
• Electricity Bill
• Telephone Bill
• Mobile Bill

Documents Required for LLP Registration from Foreign Nationals

Foreign nationals who want to become partners in a Limited Liability Partnership (LLP) in India must submit the following documents:

1. Passport (Proof of Identity):

A valid passport is mandatory for foreign nationals registering an LLP in India. The passport must be notarized or apostilled in the country where it was issued. If the passport is not in English, it must be translated by an official translator and then notarized or apostilled.

Additionally, if the passport does not mention the date of birth, a separate document indicates that the date of birth must be provided. This document should also be certified, attested, or notarized/apostilled as required.

2. Address Proof:

Foreign nationals are required to submit address proof in addition to their passport for LLP registration. This document must be notarized or apostilled and should match the name and current address as mentioned in the passport.

The address proof should not be older than one year. Accepted documents for address proof include a driving license, residence card, bank statement, or any government-issued identification containing the address.

Note: If any document is not in English, it should be translated by a certified translator and then notarized or apostilled.

3. Residential Proof:

A distinct residential proof is also needed to confirm the partner's present address. This document should match the name as mentioned in the passport and must be issued within the past year.

Acceptable residential proof includes:

• • Bank Statement
  • Electricity Bill
  • Telephone Bill
  • Mobile Bill

Note: In India, any foreign national is eligible to register a Limited Company Liability Partnership (LLP) if the individual adheres to the conditions outlined in the LLP ACT, 2008, and complies with the relevant foreign exchange laws. There must already be one designated partner within the LLP who must be an Indian resident.

Registered Office Proof

For LLP registration, it is necessary to provide proof of the registered office address. This proof must be submitted either during the registration process or within 30 days of incorporation.

The following documents are required:

1. No Objection Certificate (NOC) from the Landlord: The landlord must provide written authorization that allows the LLP to use the premises as its registered office. The landlord’s name should match the one listed on utility bills such as the electricity bill, gas bill, water bill, property tax receipt, or sale deed.
2. Utility Bill: A utility bill in the name of the landlord (e.g., electricity, gas, water) that shows the address of the premises, and the document must not be older than two months.

This ensures that the LLP has a valid address for official correspondence and complies with the legal requirements for registration.

Subscriber Sheet

The LLP Subscriber Sheet is a crucial document required to be submitted during the LLP incorporation process. This document lists the partners (subscribers) of the LLP and their agreement to become members of the company.

Once you receive name approval from the Ministry of Corporate Affairs, the next step is to prepare the necessary incorporation documents. Along with the proof of the registered office address and the No Objection Certificate (NOC) from the landlord, the LLP subscriber sheet is also required.

The subscriber sheet must be witnessed by a professional, such as a Lawyer, Chartered Accountant, Company Secretary, or Cost Accountant, who will verify the authenticity of the document.

This document helps in formalizing the partnership and makes the LLP legally recognized.

Conclusion

It is simple to register an LLP in India if you have all the right documents. If you follow the guidelines from the Ministry of Corporate Affairs (MCA), you can ensure a smooth registration process.

At Online Legal India, we make LLP registration easy for you. Our experts handle all the paperwork, which ensures compliance and a hassle-free process. Our experts can assist you throughout the process. Visit Online Legal India today.

FAQs on LLP registration

Here are some frequently asked questions (FAQs) on LLP Registration in India, designed to clarify common doubts and help businesses make informed decisions:

1. What is an LLP?

A Limited Liability Partnership (LLP) is a hybrid form of business that combines the benefits of a traditional partnership with the limited liability feature of a private limited company. It is governed by the Limited Liability Partnership Act, 2008.

2. Who can register an LLP in India?

Any two or more individuals or body corporates (companies, LLPs, etc.) can register an LLP, provided:

• At least one partner is a resident of India.
• All partners are competent to contract under Indian laws.

3. What are the minimum requirements to form an LLP?

The minimum requirements to form an LLP are 1) Minimum 2 Designated Partners (at least one must be an Indian resident). 2) A registered office address in India 3) A unique LLP Name. 4) Digital Signature Certificate (DSC) and Director Identification Number (DIN) for designated partners.

4. Is there any minimum capital requirement?

No. There is no minimum capital requirement to register an LLP. The partners can contribute any amount they mutually agreed upon.

5. What are the key documents required for LLP registration?

1. PAN and Aadhar card of partners
2. Passport (for foreign nationals)
3. Proof of registered office (utility bill + NOC from owner)
4. DSC and DIN
5. LLP agreement (filed within 30 days of incorporation)

6. How long does it take to register an LLP?

Typically, it takes 10 to 15 working days, depending on document submission, approval of name reservation, and MCA processing time.

7. What are the government fees for LLP registration?

The basic government fees vary based on contribution:

• Up to Rs 1 lakh – Rs 500
• Rs 1 lakh to Rs 5 lakh – Rs 2,000
• Rs 5 lakh to Rs 10 lakh – Rs 4,000
• Above Rs 10 lakh – Rs 5,000

Additional charges for DSC, DIN, and professional services may apply.

8. Is it mandatory to file an LLP agreement?

Yes. Filing the LLP Agreement (Form 3) is mandatory within 30 days of incorporation. Failure to do so attracts penalties.

9. Is audit compulsory for LLPs?

Audit is not mandatory unless:

• Annual turnover exceeds Rs 40 lakhs, or
• Capital contribution exceeds Rs 25 lakhs

10. Can an existing partnership firm be converted into an LLP?

Yes, a traditional partnership firm can be converted into an LLP under the LLP Act, 2008 by filing the required forms and agreements.

11. Can an LLP raise funding or attract investors?

Unlike companies, LLPs cannot issue shares. However, they can raise funds through partner contributions, loans, or private arrangements, but they are generally less favored by investors than private limited companies.

12. What are the annual compliance requirements for an LLP?

• Filing of Form 8 (Statement of Account and Solvency)
• Filing of Form 11 (Annual Return)
• Income Tax Return Audit if turnover or capital contribution exceeds prescribed limits.

13. Can an LLP have foreign partners?

Yes. Foreign nationals and entities can become partners in an LLP, subject to FDI guidelines and KYC documentation.

14. What are the advantages of an LLP over a private limited company?

1. Lower compliance burden
2. No DDT (Dividend Distribution Tax)
3. No mandatory audit (below thresholds)
4. Less expensive to maintain
5. Easier management structure

15. How can I close or dissolve an LLP?

An LLP can be closed through:

1. Voluntary Strike Off (if inactive for 1+ year),
2. Winding Up (by Tribunal), or

Liquidation under insolvency law (in case of debt).