Reservation of an LLP name under the MCA portal is only the initial procedural step. Post-approval, incorporation, LLP Agreement execution, PAN/TAN procurement via MCA, bank account opening, and statutory filings become immediately relevant.
Non-compliance or delays attract monetary penalties under Sections 69 and 74 of the LLP Act, 2008, and can lead to operational and reputational risks.
This guide provides a law-backed, analytically structured roadmap, integrating statutory references, procedural guidance, and professional best practices.
Legal & Regulatory Framework
| Compliance Area | Applicable Law / Rule | Key Requirement |
|---|---|---|
| Name Reservation | Rule 18(5), LLP Rules 2009 | Valid for 20 days; FiLLiP must be filed within this period. |
| Incorporation | Sections 11–12, LLP Act 2008; Rule 11, LLP Rules 2009 | File FiLLiP with partner KYC, registered office proof, and subscriber consent. |
| LLP Agreement | Section 23, LLP Act 2008; Rule 21, LLP Rules 2009 | Must be executed and filed in Form 3 within 30 days of incorporation. |
| PAN & TAN | MCA-Income Tax integration | Can be applied simultaneously during incorporation. |
| Annual Return | Section 35, Rule 25(1), LLP Rules 2009 | Form 11 due within 60 days of financial year-end. |
| Statement of Accounts & Solvency | Section 34(2), Rule 24(6) | Form 8 due within 30 days from six months after FY-end. |
| Designated Partner Responsibility | Section 7(4), LLP Act 2008 | Partners are liable for statutory and financial compliance. |
| Audit Obligation | Rule 24(8), LLP Rules 2009 | Mandatory if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. |
| Default Penalties | Section 69, LLP Act 2008 | ₹100 per day of delay; no upper limit. |
Compliance Roadmap Post Name Reservation
Step 1: Incorporation Filing (Form FiLLiP) & PAN/TAN Application
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Timeline: Within 20 days of name approval.
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Attach:
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KYC of all designated partners (PAN, Aadhaar, DPIN)
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Registered office proof (lease deed / NOC)
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Subscriber consent (Form 9)
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PAN & TAN Application: Select the MCA-provided option to apply simultaneously with incorporation.
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MCA forwards the application to the Income Tax Department.
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PAN and TAN are issued and communicated directly to the LLP.
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MCA verification results in Certificate of Incorporation (COI) and LLPIN.
Professional Insight: Using MCA for PAN/TAN saves time, ensures data consistency, and avoids post-COI separate applications.
Step 2: Drafting and Filing of LLP Agreement
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Execution: On non-judicial stamp paper; stamp duty based on registered office state.
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Content:
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Partner contributions and profit-sharing
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Admission, cessation, and exit procedures
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Governance, dispute resolution, and bank mandate rights
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Filing: Form 3 within 30 days of incorporation.
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Penalty: ₹100/day for late filing.
Best Practice: Align agreement execution date with Form 3 filing; ensure all partners review and sign.
Step 3: Bank Account Opening
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Required documents: COI, PAN, TAN, LLP Agreement, partners’ KYC.
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Ensure consistency between MCA records and bank documentation to prevent operational delays.
Step 4: Official Stationery and Seal
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Prepare:
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Letterheads and invoices with LLPIN
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Rubber / common seals
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Compliance reference: Rule 18(2), LLP Rules 2009.
Step 5: Local and Statutory Registrations
| Registration | Applicable Law | Applicability |
|---|---|---|
| GST | CGST Act, 2017 | Turnover thresholds or interstate supplies |
| Professional Tax | State Acts | Mandatory in certain states |
| Shops & Establishments | State Acts | Physical office with employees |
| IEC / FSSAI / Other Licenses | Sectoral regulations | As per business activity |
Annual and Ongoing Compliance
| Filing | Form | Legal Reference | Due Date | Notes |
|---|---|---|---|---|
| Annual Return | Form 11 | Section 35, Rule 25 | 30 May | Include partner details and changes. |
| Statement of Accounts & Solvency | Form 8 | Section 34, Rule 24 | 30 Oct | Certification by partners or auditor required. |
| Income Tax Return | ITR-5 | Section 139(1), IT Act | 31 July / 31 Oct (audit) | Mandatory for all LLPs, even NIL income. |
| Audit | — | Rule 24(8), LLP Rules 2009 | — | Applicable if turnover > ₹40 lakh or contribution > ₹25 lakh. |
| Change in Partners / Details | Form 4 | Rule 22 | Within 30 days | Delay attracts ₹100/day penalty. |
Dos and Don’ts
| ✅ Do’s | ❌ Don’ts |
|---|---|
| File FiLLiP and apply PAN/TAN via MCA promptly | Do not miss 20-day name validity |
| Execute and file LLP Agreement | Avoid delays or incomplete stamp duty payment |
| Open bank account immediately post-COI | Do not commence operations without proper registration |
| Maintain books from inception | Avoid mixing personal and LLP funds |
| Set annual compliance calendar | Do not assume dormant LLPs are exempt |
| Notify ROC of changes promptly | Do not ignore statutory filings |
Key Professional Precautions
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Name Reservation Vigilance: File FiLLiP immediately.
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Accurate Stamp Duty: Based on registered office location.
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KYC Consistency: Across MCA, PAN/TAN, and banking records.
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Digital Signature Management: Ensure Class 3 DSC validity.
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Annual Compliance Reminders: Maintain alerts or engage professional services.
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Dormant LLPs: Obliged to file Form 8, 11, and ITR.
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FEMA Compliance: Applicable for foreign/NRI partners.
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Partner Accountability: Designated partners bear statutory liability under Section 7(4).
Common Pitfalls
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Delayed Form 3 filing (LLP Agreement).
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KYC inconsistencies causing FiLLiP or bank rejection.
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Non-compliance by dormant LLPs.
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Commencing operations before COI and bank account issuance.
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Misalignment between LLP activity and NIC code affecting GST registration.
Analytical Insights
The LLP framework provides a balance of operational flexibility and statutory accountability.
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Primary compliance risks: documentation errors, KYC mismatches, delayed Form 3 filing.
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Audit is only applicable if thresholds are crossed.
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Even dormant LLPs must comply with annual filings until formal closure.
Proactive compliance ensures legal credibility, operational stability, and investor confidence.
Conclusion
Strict statutory adherence is non-negotiable. Timely incorporation, LLP Agreement execution, PAN/TAN via MCA, banking, and annual filings under the LLP Act, 2008, ensure the LLP functions as a compliant, credible, and reliable business entity.
Professional diligence transforms an LLP from a legal shell into a robust, well-governed corporate platform.
