Limited Liability
Each partner's liability is generally limited to their agreed contribution, protecting personal assets from business obligations.
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Ministry of Corporate Affairs (MCA) — sample LLP certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
A Limited Liability Partnership blends the operational flexibility of a partnership with a separate legal identity and liability protection for its partners, at a lower compliance cost than a company.
Each partner's liability is generally limited to their agreed contribution, protecting personal assets from business obligations.
The LLP can own assets, enter contracts and conduct business independently of its partners.
There is no statutory minimum capital requirement, making the structure accessible for bootstrapped teams.
Ongoing filings and costs are generally simpler than those applicable to a Private Limited Company.
The LLP's existence can continue despite changes in partners, subject to the LLP Agreement.
Partners manage the business directly as per the LLP Agreement, without a separate board of directors.
A Limited Liability Partnership is a hybrid business structure incorporated under the LLP Act, 2008. It operates as a separate legal entity, distinct from its partners, with liability capped at each partner's agreed contribution.
Incorporation is handled through the MCA's integrated FiLLiP process. Depending on the application, linked registrations can include DPIN, PAN, TAN and the LLP Agreement filed in Form 3.
Check Eligibility →Indian residents, NRIs, foreign nationals and eligible corporate bodies can participate as partners, subject to applicable incorporation requirements.
| Criterion | Requirement |
|---|---|
| Minimum partners | 2; no maximum limit |
| Minimum designated partners | 2 individuals |
| Resident designated partner | At least 1 meeting the applicable residency requirement |
| Partner age | 18 years or above |
| DPIN | Mandatory for designated partners |
| Corporate partner | Permitted, acting through an authorised representative |
| Capital contribution | No statutory minimum |
Exact requirements can vary based on the number of partners, registered office and whether any applicant is a foreign national.
For all partners and designated partners.
Valid residential/address documentation.
Address documents and owner NOC where applicable.
Recent photographs and required personal details.
Passport and appropriately apostilled/notarised documents where applicable.
Class 3 DSC support for designated partners.
A guided version of the MCA incorporation journey, simplified into clear steps.
Obtain Class 3 Digital Signature Certificates for designated partners.
Designated partner identification numbers are allotted through the FiLLiP form itself.
Propose a suitable LLP name through the RUN-LLP service.
Prepare the agreement covering contribution, profit sharing and roles.
Submit incorporation information, attachments and linked registrations.
After successful processing, receive the Certificate of Incorporation with LLPIN.
LLP profits are generally taxed at a flat rate rather than slab-based individual rates, subject to applicable law.
Profit shares paid to partners are not subject to a dividend distribution tax, unlike company dividends.
A tax audit generally applies only where turnover or contribution exceeds the applicable threshold.
Foreign investment may be permitted under the automatic route in eligible sectors, subject to policy.
An LLP has ongoing statutory responsibilities. Keeping track of deadlines helps maintain active status and avoid unnecessary penalties.
| Parameter | LLP | Pvt Ltd | OPC | Proprietorship |
|---|---|---|---|---|
| Minimum members | 2 partners | 2 | 1 + nominee | 1 |
| Liability | Limited | Limited | Limited | Unlimited |
| Separate legal entity | Yes | Yes | Yes | No |
| Equity fundraising | Different structure | Strong fit | Limited | Not applicable |
We make the incorporation journey easier to understand, easier to manage and easier to continue after your LLP is formed.
From choosing the right structure and preparing documents to incorporation and immediate next steps, everything stays organised in one journey.
One guided workflowWe break the registration journey into clear stages so you know what is being prepared, filed and expected next.
Clear at every stepOur support does not stop at the Certificate of Incorporation. We help you understand the recurring compliance responsibilities too.
Built for the long termWe explain technical requirements in practical language so partners can make decisions with a better understanding of the implications.
Advice you can act onIt is a hybrid business structure with a separate legal identity and liability limited to each partner's agreed contribution, subject to the LLP Act and applicable rules.
A minimum of two partners is required, with at least two designated partners, one of whom must meet the applicable Indian residency requirement.
There is no statutory minimum capital requirement. Partners can contribute any amount as agreed and documented in the LLP Agreement.
Yes, the LLP Agreement must be executed and filed with the Registrar in Form 3 within the applicable statutory period, setting out roles, contribution and profit sharing.
Generally PAN and identity proof, address proof and registered office documentation for all partners, along with Class 3 DSC and DPIN for designated partners.
Yes, subject to applicable DPIN, DSC, passport and document authentication requirements, while the resident designated-partner requirement must also be satisfied.
No, an LLP requires at least two partners. A sole founder may wish to consider One Person Company registration instead.
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