What Are The LLP Registration Requirements In India

You and your co-founder likely want the best of both worlds: a flexible partnership where you call the shots but without risking your personal house or savings if things go wrong. While an LLP looks like the perfect solution, navigating the Ministry of Corporate Affairs requirements can quickly become overwhelming. Founders often struggle with confusion around minimum partners versus designated partners, the updated "resident partner" requirement under the LLP Amendment Act 2021 (specifically the 120-day rule), and figuring out exactly which forms like RUN-LLP, FiLLiP, or Form 3 need to be filed. Add to that the fear of surprise costs like stamp duty and late fees and the process feels daunting, so this complete 2025 guide is designed to solve that by clarifying the exact requirements and helping you navigate the strict MCA guidelines efficiently.

What We’ll Explore in This Blog:

• What Is an LLP & Why It’s Popular Among Startups
• Core LLP Registration Requirements at a Glance
• Detailed LLP Registration Requirements (Eligibility Criteria)
• Documents Required to Meet LLP Registration Requirements
• Expert Tips to Smoothly Meet LLP Registration Requirements

What Is an LLP & Why Is It Popular Among Startups?

A Limited Liability Partnership (LLP) is essentially a hybrid business structure that blends the benefits of a corporation with the flexibility of a partnership. Under the Limited Liability Partnership Act, 2008, an LLP is defined as a separate legal entity from its partners. This means the LLP can own assets and incur debts in its own name, protecting the partners from unlimited personal liability. The structure is governed by the LLP Act, 2008 and the LLP Rules, 2009, both of which were significantly updated by the LLP (Amendment) Act, 2021. These regulations make the LLP a highly attractive option for startups because it offers the "best of both worlds":

• Limited Liability: Like a Private Limited Company, your personal assets remain safe. If the business fails, partners are only liable up to their agreed contribution.
• Operational Flexibility: Like a traditional partnership, you have fewer compliance requirements and more freedom to manage internal operations without rigid formalities.

However, there is one crucial restriction to keep in mind. An LLP cannot be formed for charitable or non-profit purposes. The Act strictly mandates that every LLP must be formed to carry on a lawful business "with a view to profit."

Core LLP Registration Requirements at a Glance

Before you dive into the paperwork, it is essential to ensure you meet the foundational criteria set by the MCA. Here is a quick checklist summarizing the key eligibility norms for 2025:

Detailed LLP Registration Requirements (Eligibility Criteria)

To ensure your application sails through without rejection, you need to understand the granular eligibility criteria for partners and management.

Number and Type of Partners

The LLP Act prescribes specific rules on who can own and manage the business.

• Minimum and Maximum Limits: You need a minimum of two partners to form an LLP. Unlike a private limited company which is capped at 200 members, there is no upper limit on the number of partners in an LLP.
• Eligible Partners: Individuals, including Indian nationals, NRIs, and foreign nationals, can be partners subject to FEMA guidelines and visa rules. Additionally, body corporates like Limited Companies (Indian or Foreign) and other LLPs can be partners, provided they nominate a natural person to act on their behalf.
• Ineligible Persons: Certain individuals cannot be partners, including minors (unlike traditional partnerships where they can be admitted to benefits), persons declared of unsound mind by a competent court, and undischarged insolvents or those who have applied for insolvency.

Designated Partners & Resident Requirement (120-Day Rule)

Every LLP must have a "management team" accountable for legal compliance.

• The Two-Person Rule: You must appoint at least two Designated Partners. Both must be individuals (natural persons). If a body corporate is a partner, its nominee can act as the Designated Partner.
• The Resident Test (Updated): Post the LLP Amendment Act, 2021, at least one Designated Partner must be a "Resident in India." A resident is now defined as a person who has stayed in India for a period of not less than 120 days during the financial year, which is a significant relaxation from the previous 182-day requirement.
• Why They Matter: Designated Partners are the "brain" of the LLP. They are strictly responsible for signing all MCA forms (FiLLiP, Form 3, Form 11), maintaining books of accounts, and ensuring statutory compliance.
• Penalty for Non-Compliance: Strict adherence to Section 7 is mandatory. If an LLP operates without the minimum two designated partners or without a resident partner, the LLP and its partners can face fines ranging from ₹10,000 to ₹5,00,000.

Capital Contribution Requirements

Unlike a company where "Share Capital" is the norm, LLPs operate on the concept of "Contribution." The LLP Act is quite flexible regarding what constitutes a contribution.

• Forms of Contribution: Partners can contribute money (cash), tangible property (like office equipment or land), intangible property (like intellectual property or software rights), or other benefits.
• No Minimum Threshold: There is no statutory minimum capital requirement. You can legally register an LLP with a total contribution of as little as ₹1,000.
• Impact on Registration Costs: While there is no minimum requirement, the government filing fee for Form FiLLiP is directly linked to your contribution amount. For example, a contribution up to ₹1 Lakh attracts a fee of ₹500, whereas a contribution above ₹10 Lakhs attracts a fee of ₹5,000. Most startups initially keep the contribution low to save on these government fees and stamp duty costs.

Business Object & Lawfulness

Your LLP must have a clear and lawful purpose. The Registrar will scrutinise your business objectives before approving the name or incorporation.

• For-Profit Mandate: An LLP cannot be formed for charitable, religious, or non-profit purposes. The Act strictly requires that the LLP must be organized to carry on a lawful business with a view to earning profit. If your goal is social work, a Section 8 Company or a Trust is the correct vehicle, not an LLP.
• Sensitive Sectors (Sectoral Approvals): While most business activities (software, marketing, trading) are pre-approved, certain "sensitive" sectors require a No Objection Certificate (NOC) or in-principle approval from regulators like the RBI, SEBI, or IRDAI.
• Restricted Activities: LLPs are generally not allowed to undertake manufacturing and investment activities that fall under the definition of Non-Banking Financial Companies (NBFCs) or banking, as the RBI typically issues these licenses only to Public or Private Limited Companies. Always check the specific regulator's norms if you plan to enter fintech, insurance, or stock broking.

Name Requirements – RUN-LLP & MCA Rules

Choosing a name is often the trickiest part of registration because the MCA is very strict about uniqueness. Under Section 15 of the LLP Act and relevant Rules, your proposed name will be rejected if it does not meet specific criteria.

• The Uniqueness Test: Your name must not be identical or "too nearly resembling" the name of an existing company, LLP, or a registered trademark. The Registrar uses a phonetic check, so changing spelling (e.g., "Kool" instead of "Cool") will not work. You must also avoid names that are offensive or undesirable.
• Prohibited and Regulated Words: Certain words are restricted. You cannot use words like "Bank," "Stock Exchange," "Venture Capital," or "Mutual Fund" unless you have prior approval from the respective regulator (RBI, SEBI). Similarly, words suggesting government patronage (like "National," "Bureau," or "Board") are prohibited without Central Government approval.
• RUN-LLP (Reserve Unique Name): This is the web service on the MCA V3 portal used to reserve your name before you file the full incorporation forms. It allows you to check availability and reserve a name. Unlike the 20-day reservation for companies, an approved LLP name is typically valid for 3 months, giving you ample time to complete the registration.

Registered Office Requirements

Every LLP must have a registered office in India from the very date of incorporation. This is the official address where the government will send all legal notices and communications.

• Accepted Address Proofs: You must upload valid proof of the address. The most common documents are a recent utility bill (Electricity, Gas, Telephone, or Mobile bill) which strictly must not be older than 2 months.
• Ownership and Consent: You do not need to own the office space; you can rent it or even use a residential address (like a partner’s home). However, you must provide a Rent Agreement (if rented) or Sale Deed (if owned) along with a No Objection Certificate (NOC) from the owner, explicitly allowing the use of the premises as the registered office.
• Change of Address & Penalties: If you move your office later, you must file Form 15 with the MCA within 30 days. Under the LLP Amendment Act, the penalty for delay is no longer just a small fine; it involves heavy "additional fees" that escalate based on the number of days you are late, potentially reaching up to 50 times the normal filing fee.

Need clarity on LLP Registration Requirements? Talk to our expert team and get end-to-end support for MCA filings. Book a free consultation today and get a customised 2025-ready checklist for your LLP registration.

Documents Required to Meet LLP Registration Requirements

Gathering the correct paperwork is the most critical step in the process, as a single missing document or a blurry scan can lead to an immediate query from the Registrar, delaying your registration by days.

A. Partners’ Documents

You must provide the following documents for every designated partner and partner involved in the LLP.

• Identity Proof: A scanned copy of the PAN Card is mandatory for all Indian nationals. For foreign nationals or NRIs, a valid Passport is required (apostilled or notarized as per the country of origin).
• Address Proof: You need to submit a government-issued address proof like a Voter ID, Aadhaar Card, or Driving License. The address on this document must match the address provided in the application form.
• Photographs: Recent passport-sized color photographs of all partners are required, preferably with a white background.
• Digital Signature Certificate (DSC): Since the process is 100% online, physical signatures do not work. You must procure a Class 3 Digital Signature Certificate for the designated partners to sign the e-forms.
• Director Identification Number (DIN/DPIN): If the partners already have a DIN from a previous company or LLP, it must be used; otherwise, new DPINs will be allotted during the registration process.

Important Note: The most common reason for rejection is a mismatch in details. The name and date of birth on your PAN Card must match your Aadhaar card and other address proofs letter-for-letter. If there is a spelling error (e.g., "Kumar" vs "Kr."), you must correct your ID proofs before filing.

B. Registered Office Documents

You need to prove that the LLP has a physical address in India where it can receive official government correspondence.

• Proof of Address: A recent utility bill is mandatory. This can be an electricity bill, water bill, gas bill, or telephone bill. It is critical that this document is not older than 2 months from the date of filing.
• No Objection Certificate (NOC): This is a crucial document, especially if the office is in a rented space or a residential house. You must submit a signed NOC from the landlord (the person whose name is on the utility bill) stating they have no objection to you using the premises for the LLP.
• Rent Agreement: If the property is rented, a valid Rent Agreement is required. If the property is owned by a partner, a Sale Deed or Property Deed should be submitted instead.

Expert Tips to Smoothly Meet LLP Registration Requirements

The difference between a 7-day registration and a month-long ordeal often comes down to small details. Here are expert tips to navigate the MCA V3 portal and avoid common rejection triggers.

• Master the Name Game: Do not rely solely on a Google search to check if your name is available. You must check the MCA database and the Trademark Registry. Approximately 20% of RUN-LLP applications are rejected because the proposed name conflicts with an existing trademark in a similar class.
• The "Spelling Bee" Rule: The most frequent cause for rejection is a data mismatch. Your name and date of birth on the PAN Card must match your Aadhaar Card and utility bill letter-for-letter. If your PAN says "V. Sharma" and your Aadhaar says "Vikram Sharma," the system will likely flag it. Fix these ID discrepancies before you start filing.
• Don't Ignore the "Form 3" Trap: Many founders successfully incorporate the LLP (Form FiLLiP) and forget the next step. You typically have 30 days from the date of incorporation to file the LLP Agreement (Form 3). The penalty for missing this is ₹100 per day with no upper limit. We have seen founders paying penalties in lakhs simply because they forgot this deadline.
• Optimize Capital Contribution: Government filing fees and stamp duty are often linked to your capital contribution. If you are bootstrapping, consider starting with a lower contribution (e.g., ₹10,000 to ₹1 Lakh) to keep initial costs low. You can always increase the contribution later as your business grows.
• Technical Hacks for MCA V3: The new MCA portal can be glitchy. Always use the latest version of the Google Chrome browser, ensure your PDF documents are under 5MB in size, and clear your cache before starting a filing session to avoid "session expired" errors during payment.

Conclusion

Navigating the LLP registration requirements in 2025 might seem complex at first glance, but with the right preparation, it is a manageable and rewarding process. By understanding the critical distinction between partners and designated partners, adhering to the updated residency norms, and meticulously gathering your documents, you can avoid the common pitfalls that delay many startups. The key lies in attention to detail, ensuring your name is unique, your ID proofs match perfectly, and you never miss the crucial Form 3 deadline. Ultimately, an LLP offers a powerful balance of operational freedom and legal protection, making it an excellent foundation for your business growth. With this guide in hand, you are now equipped to tackle the MCA portal and launch your partnership on solid legal ground.

Disclaimer: This blog is for general informational purposes on LLP law in India as of 2025 and does not constitute legal, tax, or professional advice.
Readers should consult a qualified CA, CS, or Expert Lawyer before making any registration or compliance decisions.