LLP · Registration Law

Llp Is Registered Under Which Act (India, 2026)

If you are setting up a limited liability partnership and want to know which law it falls under, the short answer is the Limited Liability Partnership Act, 2008. That Act, read with the LLP Rules, 2009, decides how an LLP is formed, who registers it, and what it must file every year. This guide explains the governing law, the authority that registers an LLP, and the step by step process to register one online in 2026.

In short
  • Governing Act: the Limited Liability Partnership Act, 2008, read with the LLP Rules, 2009.
  • Who registers: the Registrar of Companies under the Ministry of Corporate Affairs, online on mca.gov.in.
  • Not the 1932 Act: an LLP is not registered under the Indian Partnership Act, 1932, nor under the Companies Act, 2013.
  • Key form: FiLLiP for incorporation, then the LLP Agreement in Form 3 within 30 days.
  • Minimum partners: two partners, at least two designated partners, at least one resident in India.
  • Yearly filing: Form 11 by 30 May and Form 8 by 30 October, plus the income tax return.

01Which Act governs an LLP

A limited liability partnership in India is created and governed by the Limited Liability Partnership Act, 2008. The working details, such as the forms and timelines, come from the LLP Rules, 2009 made under that Act.

The Act gives an LLP two features that an ordinary partnership does not have. First, the LLP is a separate legal person, so it can own property, sue and be sued in its own name. Second, a partner is not personally liable for the wrongful acts of other partners, so liability is limited to the agreed contribution, except in cases of fraud.

One Act, two rule books

The LLP Act, 2008 is the parent law. The day to day procedure, forms such as FiLLiP and Form 3, fees and timelines are set out in the LLP Rules, 2009, which are updated from time to time. Always check the current version of the rules on the MCA portal.

02Who registers an LLP

An LLP is registered by the Registrar of Companies (RoC), who works under the Ministry of Corporate Affairs (MCA). The whole process is online on the MCA portal at mca.gov.in.

When the Registrar is satisfied that the incorporation documents are in order, a Certificate of Incorporation is issued with a unique LLP Identification Number (LLPIN). That certificate is the proof that your LLP exists in law.

03Which laws do not govern an LLP

It helps to be clear about what an LLP is not, because people often mix it up with other structures.

StructureGoverning law
LLPLimited Liability Partnership Act, 2008
Ordinary partnership firmIndian Partnership Act, 1932
Private or public companyCompanies Act, 2013
Sole proprietorshipNo single Act; taxed as the individual

So an LLP is not registered under the Indian Partnership Act, 1932, even though the word partnership appears in both. It is also not a company under the Companies Act, 2013, although the MCA administers both. If you are moving from a traditional firm to an LLP, see how a partnership firm is converted to an LLP.

04What you need before you register

Have these ready before you start the online process:

  • Minimum two partners: an LLP needs at least two partners, and at least two must be designated partners, of whom at least one must be resident in India.
  • Digital Signature Certificate (DSC): at least one designated partner needs a DSC to sign the forms.
  • DPIN or DIN: a Designated Partner Identification Number for each designated partner, which can be applied for within the incorporation form.
  • Identity and address proof: PAN and Aadhaar for Indian partners, passport for foreign partners, plus address proof.
  • Registered office proof: a utility bill and, if rented, a rent agreement and a no objection letter from the owner.
  • A proposed name: a unique name that does not clash with an existing company, LLP or trademark.

05Steps to register an LLP online

The whole process runs on the MCA portal. The usual flow is:

  1. Get DSCs for the designated partners.
  2. Reserve the name using the RUN-LLP service, or apply for the name directly in the incorporation form.
  3. File FiLLiP (Form for incorporation of LLP), which also lets you apply for DPIN for up to a set number of partners.
  4. Get the Certificate of Incorporation with the LLPIN once the Registrar approves.
  5. Apply for PAN and TAN for the LLP.
  6. File the LLP Agreement in Form 3 within 30 days of incorporation. The agreement sets out profit sharing, duties and the rights of partners.

Missing the Form 3 deadline carries a daily additional fee, so the agreement should be ready before incorporation and filed on time.

Incorporating the LLP and filing the LLP Agreement in Form 3 are two separate steps. The 30 day window for Form 3 is the one most new LLPs forget.

06After registration: what the Act requires

Once the LLP exists, the Act and Rules require ongoing compliance every year, whether or not the LLP did any business:

  • Form 11 (Annual Return): due by 30 May each year.
  • Form 8 (Statement of Account and Solvency): due by 30 October each year.
  • Income tax return: filed with the Income Tax Department under the Income-tax Act.

Late filing of these forms attracts a per day additional fee that can add up quickly. See the LLP Form 8 late fee for how that cost builds up.

07How Claw Tax helps

Claw Tax and Accounts is an online tax, GST and accounting service for India that connects you with a verified chartered accountant at a fixed, published price, with a Claw reviewer checking every filing before it is submitted.

You can register an LLP yourself on the MCA portal, and for a simple two partner LLP that is a reasonable do it yourself job. The parts that trip people up are the name approval, the DSC and DPIN, and the 30 day Form 3 deadline, where a slip means a daily fee.

With Claw Tax and Accounts LLP registration, a verified chartered accountant from a network of 300+ partner CAs prepares and files FiLLiP, the LLP Agreement and the related applications, a Claw reviewer checks everything before it is submitted, and you get reminders before the annual filing dates. Prices are fixed and published, and you approve before anything is filed.

This is general information, not legal or tax advice; a verified professional handles the specifics of your case, and form or section references may change as the rules are updated.

08Frequently asked questions

Under which Act is an LLP registered in India?

An LLP is registered under the Limited Liability Partnership Act, 2008, together with the LLP Rules, 2009. It is not registered under the Indian Partnership Act, 1932, which governs ordinary partnership firms, and it is not a company under the Companies Act, 2013.

Who is the authority that registers an LLP?

The Registrar of Companies (RoC), working under the Ministry of Corporate Affairs (MCA), registers an LLP. The process is online on the MCA portal at mca.gov.in, and the Registrar issues a Certificate of Incorporation with an LLP Identification Number.

Is an LLP the same as a partnership firm?

No. A partnership firm is governed by the Indian Partnership Act, 1932, and the partners usually have unlimited personal liability. An LLP is governed by the LLP Act, 2008, is a separate legal person, and limits a partner's liability to the agreed contribution, except in cases of fraud.

How many partners are needed to register an LLP?

An LLP needs a minimum of two partners, and at least two of them must be designated partners. At least one designated partner must be resident in India. There is no upper limit on the number of partners.

What is the first filing after an LLP is incorporated?

The LLP Agreement must be filed in Form 3 within 30 days of incorporation. The agreement records profit sharing, the duties of partners and how the LLP is run. Missing the 30 day window attracts a daily additional fee, so it should be filed on time.

Does an LLP have to file returns even if it did no business?

Yes. An LLP must file Form 11 (Annual Return) by 30 May and Form 8 (Statement of Account and Solvency) by 30 October every year, and its income tax return, regardless of whether it had any activity. Late filing attracts a per day additional fee.

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