Limited Liability Partnership (LLP) Registration

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What is LLP Registration

Limited Liability Partnership (LLP) registration is the process through which a business entity is legally recognized as an LLP under the relevant laws of a country. It provides the partners with limited liability protection while allowing them to operate as a partnership.

Limited Liability Partnership (LLP) is business form which provides benefits of limited liability and flexibility of a partnership business. It is governed and registered under the Limited Liability Partnership Act, 2008 (notified on 31st March 2008) and the rules made there under. Small and Medium Enterprises (SMEs) can function as LLP. It has quickly become a popular choice for services and professional firms like Chartered Accountants, recruiting firms, consulting businesses, etc.

Documents Required for LLP Registration

The following documents are required for the LLP Registration process.

  • Registered office address proof.(Electricity bill/ Telephone bill/Gas Bill) (not more than 2 months)
  • Rent Agreement (Company name should be mentioned with complete address) (on Rs. 100 stamp paper with Notary)
  • Board resolution authorising Director for GST in the company
  • NOC (Company name should be mentioned) (on Rs. 100 stamp paper)
  • Form -9 of all Partners For Details
  • Address proof of the all Partners (Bank statement/Electricity bill/)(not more than 2 months)
  • Identity proof of the all Partners  (Driving license/ Voter ID card/passport)
  • PAN card and Aadhar card of all Partners
  • Digital signature certificate of All Partners
  • Email id and mobile number of all Partners
  • Passport size photo of all Partner

Features of Limited Liability Partnership

As per Section 3 of the Limited Liability Partnership Act 2008 (LLP Act), an LLP is a corporate body established and registered under the Act. It exists as a distinct legal entity separate from its partners.

Perpetual Succession

Unlike a general partnership firm, a limited liability partnership has the advantage of perpetual succession. This means that even if one or more partners retire, become insolvent, suffer from mental incapacity, or pass away, the LLP can continue its operations. Additionally, the LLP has the capacity to enter into contracts and own property in its own name.

Separate Legal Entity

Similar to corporations or companies, an LLP is recognised as a separate legal entity. It holds full liability for its assets and obligations. Moreover, the individual partners' liabilities are limited to their contributions to the LLP. As a result, the creditors of the LLP are not considered creditors of the individual partners.

LLP Agreement

The LLP Agreement is a contract agreed upon by all partners, outlining their rights and duties. Partners have the freedom to create the agreement according to their preferences. The Act will govern their mutual rights and duties if they don't create one.

Artificial Legal Person

For legal purposes, an LLP is considered an artificial legal person. It is created through a legal process and possesses all the rights of an individual. It exists as an intangible, immortal entity but is not fictional since it has real existence.

Common Seal

An LLP may have a common seal if the partners use one (Section 14(c)). However, having a seal is not mandatory. If they choose to use a seal, it must be kept under the custody of a responsible official. The seal can only be affixed by at least two designated partners.

Limited Liability

Under Section 26 of the Act, each partner is an agent of the LLP for its business activities. However, a partner is not an agent of other partners. The liability of each partner is limited to their agreed contribution to the LLP, providing personal liability protection to all partners.

Minimum and Maximum Number of Partners

Every LLP must have a minimum of two partners, and at least two of them must be individuals serving as designated partners. At least one designated partner should always be a resident of India. There is no maximum limit on the number of partners in the LLP.

Business Management and Structure

The partners of the LLP have the authority to manage the business. However, only the designated partners are responsible for ensuring legal compliance.

Business for Profit Only

LLPs are specifically formed to conduct lawful business to earn a profit. They cannot be established for charitable or non-profit purposes.


The Central Government holds the power to investigate the affairs of an LLP. They can appoint a competent authority for this purpose.

Mutual Agency

Unlike a partnership firm, in an LLP, actions taken by one partner independently and without authorisation do not make other partners liable. Each partner is considered an agent of the LLP, and the actions of one partner do not bind the others.

Benefits of Registering for LLP Registration

Special Category States

Under GST, the following are listed as special category states.

  • Arunachal Pradesh
  • Assam
  • Jammu and Kashmir
  • Manipur
  • Meghalaya
  • Mizoram
  • Nagaland
  • Sikkim
  • Tripura
  • Himachal Pradesh
  • Uttarakhand

LLP Registration Frequently Asked Questions

Yes, a foreign national can be a partner in an LLP subject to certain conditions and approvals.

There is no minimum capital requirement for LLP registration.

The registration process typically takes 15-20 working days, subject to government processing times.

Yes, an LLP can be converted into a private limited company subject to compliance with legal requirements.

Yes, every LLP must have a registered office within India from the date of incorporation.