LLP Incorporation in Delhi — Limited Liability Partnership Registration
A Limited Liability Partnership combines the operational flexibility of a partnership with the liability protection of a company, making it a popular structure for professional firms, consultancies, and small to mid-sized businesses that want limited compliance without giving up control. Justsetu LLP manages the complete LLP registration process — Designated Partner Identification Number (DPIN) and Digital Signature Certificate procurement, name reservation, drafting the LLP Agreement, and filing the FiLLiP form with the Registrar — so your LLP is incorporated correctly the first time.
What Is an LLP and How Is It Different?
An LLP is a body corporate registered under the Limited Liability Partnership Act, 2008, with a legal identity separate from its partners. Unlike a traditional partnership firm, partners in an LLP are not personally liable for the LLP’s debts beyond their agreed contribution, and one partner is not liable for another partner’s independent misconduct or negligence. Compared to a Private Limited Company, an LLP has fewer compliance obligations — no mandatory board meetings, simpler annual filings, and no requirement for a statutory audit unless turnover or contribution exceeds prescribed limits — while still giving partners a formal, bankable, and fundable legal structure.
Who Should Register an LLP
LLPs are well suited to professional practices (consultants, designers, marketing and IT service firms), family-run businesses looking for a corporate structure without heavy compliance, and joint ventures between two or more parties who want a formal partnership with liability protection. LLPs are not the preferred structure for startups planning to raise venture capital, since most Indian VC funds invest only in Private Limited Companies.
Documents Required
- PAN and Aadhaar of all designated partners.
- passport-size photographs.
- proof of registered office address with a recent utility bill and NOC from the owner.
- Digital Signature Certificates for all designated partners, who must also hold a DPIN (allotted automatically on filing FiLLiP if not already held).
Process & Timeline
- Name reservation through the RUN-LLP service (1–2 days).
- DSC and DPIN procurement for designated partners.
- Filing Form FiLLiP with the RoC, including subscriber’s statement and registered office details.
- Issue of the Certificate of Incorporation along with PAN and TAN (typically within 7–10 working days of filing, subject to RoC processing).
- Drafting and filing the LLP Agreement (Form 3) within 30 days of incorporation — this document governs profit sharing, capital contribution, and partner rights and is mandatory even for two-partner LLPs.
Government Fees & Stamp Duty
RoC filing fees for FiLLiP are based on the total contribution amount stated in the LLP Agreement, on a slab basis, alongside fees for Form 3 filing. Stamp duty on the LLP Agreement is state-specific and calculated as a percentage of the contribution amount or a flat fee depending on the state — for LLPs with their registered office in Delhi, we calculate the exact applicable stamp duty and arrange e-stamping before the agreement is executed.
Why Justsetu LLP
We draft LLP Agreements clause by clause around how the partners actually intend to work — profit ratios, admission and exit of partners, and dispute resolution — rather than using a generic template that causes disputes later.
Frequently Asked Questions
A minimum of two partners is required, with no upper limit, and at least two of them must be designated partners, one of whom must be a resident of India.
Yes. Even where two partners have a verbal understanding, the LLP Agreement must be filed in Form 3 within 30 days of incorporation; delays attract a penalty.
A statutory audit is required only if the LLP’s annual turnover exceeds ₹40 lakh or its capital contribution exceeds ₹25 lakh; below these thresholds, only the annual return and Statement of Accounts need to be filed.
LLPs can admit new partners and raise contributions, but most institutional and venture capital investors prefer investing in Private Limited Companies due to the way equity, ESOPs and preference shares are structured.
Yes, both conversions are legally permitted subject to conditions and RoC procedures; we assist with feasibility review and the full conversion filing.
Every LLP must file Form 11 (Annual Return) and Form 8 (Statement of Account and Solvency) each year, along with income tax returns, regardless of whether it has done any business.
Yes, subject to FDI guidelines applicable to the LLP’s sector and provided at least one designated partner is a resident of India.
An LLP is a separate legal entity with limited liability for partners and is registered with the MCA, while a traditional partnership firm has unlimited personal liability for partners and is registered (optionally) with the state Registrar of Firms.
There is no minimum capital requirement — partners can contribute any amount they agree upon, in cash or in kind.
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