LLP Registration

If you need help with llp registration, this guide sets out the legal position and the next steps. Legals365 is the legal platform of Advocate B.K. Singh and associates, based in Delhi NCR.

In short. A private limited company is registered online with the Registrar of Companies through the SPICe+ form on the MCA portal, which reserves the name, incorporates the company and allots its PAN and TAN together. It needs at least two directors (one resident in India) and two shareholders. An LLP is registered through the FiLLiP form with two designated partners.

Registering a business in India is now mostly an online process, and the forms themselves are not hard. What decides whether the registration serves you well is the choice made before the forms: which structure, whose names on the shareholding, what the objects and capital should be, where the registered office will be, and what the founders have agreed among themselves. A company formed in a hurry on borrowed templates often has to be fixed later, at a cost, when an investor, a bank or a government tender looks at it closely.

This page explains the choice between a private limited company, a one person company, an LLP, a partnership firm and a proprietorship; how the SPICe+ and FiLLiP processes work; what the certificate of incorporation contains; how PAN and TAN are obtained; what must be done in the first 180 days; the registrations besides the ROC that most businesses need; and what changes when a founder is foreign or when the business is to be set up abroad, for example in Dubai or Sri Lanka.

Law

Companies Act 2013 (ss.3, 4, 5, 7, 8, 10A, 12, 149) and Companies (Incorporation) Rules 2014; Limited Liability Partnership Act 2008; Indian Partnership Act 1932; income-tax law for PAN and TAN

Authority

Registrar of Companies through the Central Registration Centre on the MCA21 portal; Registrar of Firms of the state for partnership firms

Minimum people

Private company: 2 directors and 2 shareholders; OPC: 1 member and 1 director with a nominee; public company: 3 directors and 7 members; LLP: 2 partners, both designated partners

Resident director

At least one director must have stayed in India for 182 days or more in the financial year (s.149(3)); for an LLP, at least one designated partner must be resident

Capital

No minimum paid-up capital for companies; stamp duty and ROC fee depend on authorised capital and the state

Name reservation

Reserved for 20 days after approval through SPICe+ Part A or RUN

After incorporation

Commencement of business declaration (INC-20A) within 180 days; first auditor within 30 days; LLP agreement filed within 30 days

Documents

PAN and identity proof of directors, address proof, registered office proof with owner's NOC, digital signatures, MoA and AoA or LLP agreement

Choosing the right structure

Choose a private limited company if you plan to raise investment, issue ESOPs, bring in foreign shareholders or bid for contracts that ask for a company. Choose an LLP if you want limited liability with lower compliance and the business will be funded by its partners, as with professional firms, consultancies and family businesses. A one person company suits a single founder who wants limited liability and expects to convert later. A partnership firm or proprietorship is the simplest and cheapest, but the owners carry unlimited personal liability.

Liability is only one factor. Investors in India usually want shares, which an LLP cannot issue, and venture funds rarely invest in LLPs. Banks lend to all structures but look harder at firms and proprietorships. Tax treatment differs, and the choice between the corporate tax regimes and the LLP regime should be discussed with your accountant with real projections, not general rules of thumb.

Conversion is possible later: a partnership firm or private company can convert to an LLP under the LLP Act, and an LLP can convert to a company under the Companies Act rules. But conversion costs time, may trigger tax and stamp duty questions, and needs consent from creditors. Picking the right vehicle at the start is cheaper.

Business structures compared

The provisions that govern registration

Choosing and reserving a company name

A company name is approved by the Central Registration Centre either through Part A of SPICe+ or through the separate RUN (Reserve Unique Name) service. You can propose two names in SPICe+ Part A, and once approved the name is reserved for 20 days, within which the incorporation form must be filed. The name must end with Private Limited, OPC Private Limited, Limited or LLP as the case may be.

Names are rejected for being identical or too similar to an existing company or LLP, for containing a registered trademark of someone else, for using words that need government approval, or for being too generic. A search on the MCA portal is not enough; also search the trademark register for the same or similar marks in your field. A company name approved by the ROC does not give trademark rights, and a later trademark owner can apply to the Regional Director for a direction to change your name.

If the brand matters, file a trademark application at or soon after incorporation; see trademark registration, objections and infringement. When Advocate B.K. Singh reviews a proposed name, the first check is the trademark register, because a name rejected later after letterheads, a website and a bank account are in place costs much more than a fresh choice now.

How to register a private limited company through SPICe+

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus, form INC-32) is a single web form with two parts that also covers PAN, TAN, EPFO, ESIC and, if chosen, GST registration and a bank account.

1. Get digital signatures

   Each proposed director and subscriber needs a Class 3 digital signature certificate issued by a licensed certifying authority. The DSC is used to sign the forms online.

2. Reserve the name

   File SPICe+ Part A with up to two proposed names and the main objects. Answer any resubmission query from the CRC promptly; the window is short.

3. Prepare the documents

   Collect identity and address proof of directors and subscribers, proof of the registered office (rent agreement or ownership document, recent utility bill and the owner's NOC), and the details of authorised and subscribed capital.

4. File SPICe+ Part B with e-MoA and e-AoA

   Complete Part B with company details, directors (DIN is allotted for up to three directors who do not have one), subscribers and capital. Attach the e-MoA (INC-33), e-AoA (INC-34) and AGILE-PRO-S (INC-35), which covers GST, EPFO, ESIC, bank account and other registrations.

5. Pay fees and stamp duty

   Stamp duty on the MoA and AoA is paid online according to the state of the registered office, and the ROC fee depends on authorised capital, with no fee below the threshold MCA notifies. Keep capital modest at the start; it can be increased later.

6. Answer queries and receive the certificate

   The CRC may raise queries, which must be answered within the time given. Once approved, the certificate of incorporation is issued by email with the CIN, PAN and TAN, along with the EPFO and ESIC registration numbers.

The whole process can be quick when the documents are in order. Delays usually come from address proofs that do not match, names that are too close to existing ones, or objects clauses that are vague or too wide.

The certificate of incorporation: what it contains and what it proves

The certificate of incorporation is issued by the Registrar under s.7(2) and is conclusive evidence that the company has been incorporated and that the requirements of the Act were complied with. It states the company's name, its Corporate Identity Number (CIN), the date of incorporation, the type of company, and the PAN and TAN allotted through SPICe+. The CIN encodes whether the company is listed, its industry code, state, year of incorporation and type.

Banks, landlords, government departments and clients ask for the certificate together with the MoA, AoA and PAN. A copy of the master data from the MCA portal is often accepted as proof of current details such as directors and registered office, which the certificate itself does not update.

Errors in the certificate are rare but happen, usually a spelling mistake in the name or a wrong date. These are corrected by application to the ROC with supporting documents. If the error is in your own filing, such as a director's name spelt differently from the PAN, correct it at once, because banks and the income-tax department match data across systems and mismatches hold up account opening and refunds.

PAN and TAN for a new business

A company incorporated through SPICe+ receives its PAN and TAN with the certificate of incorporation; no separate application is needed. An LLP registered through FiLLiP also gets PAN and TAN through the form. A partnership firm, trust, society or proprietor who needs a separate TAN applies online on the income-tax PAN and TAN service portals with the deed or registration certificate and proof of address.

PAN identifies the entity for income tax, bank accounts and almost every financial transaction. TAN is needed by anyone who must deduct or collect tax at source, which in practice means almost every business with employees, rent, professional fees or contractor payments. PAN and TAN are allotted under the income-tax law, which is the Income-tax Act 2025 from 1 April 2026; the forms and portal steps are on the income-tax, Protean and UTIITSL websites, and the details change from time to time, so follow the current instructions.

A proprietor uses personal PAN for the business. That is one of the reasons proprietorships blend personal and business tax affairs, and why many businesses move to an LLP or company once turnover grows. For return filing and notices, see income tax notices, returns and ITAT appeals.

Registering an LLP

An LLP is registered with the ROC in two steps: name reservation through RUN-LLP, then incorporation through Form FiLLiP with details of the partners, designated partners, contribution and registered office. There must be at least two designated partners who are individuals, and at least one of them must be resident in India. Designated partners need a DPIN (the same as a DIN) and digital signatures.

The LLP agreement is the core document. It must be filed in Form 3 within 30 days of incorporation, on stamp paper as required by the state law. If there is no agreement, the default rules in the First Schedule of the LLP Act apply, which give equal shares and equal rights to all partners and rarely suit a real business. The agreement should cover contribution, profit sharing, decision-making, admission and exit of partners, restraints, and dispute resolution.

Annual compliance is lighter than a company's but not optional: Form 11 (annual return) by 30 May and Form 8 (statement of account and solvency) by 30 October, and audit once turnover or contribution crosses the limits in the LLP rules. Late fees run per day and add up. For the ongoing filings, see company and LLP compliance: ROC filings, directors and secretarial work.

OPC, Section 8, public and other companies

A one person company has one member and must name a nominee who becomes the member if the founder dies or is incapacitated. Since 2021, NRIs can form an OPC, the residency requirement for the member is 120 days, and an OPC is no longer forced to convert when capital or turnover crosses a limit; it can convert voluntarily to a private or public company at any time.

A Section 8 company is formed for charitable objects such as education, health, social welfare or environment, with a licence from the Central Government processed with the incorporation. It cannot distribute profits to members, and changing its objects or converting it needs approval. NGOs that want to receive foreign contributions need separate FCRA registration, which has its own eligibility conditions.

A public company needs at least seven members and three directors and is the vehicle for raising money from the public or listing. Producer companies (for farmer collectives) and Nidhi companies (mutual benefit lending among members) have their own chapters and rules, and Nidhi companies in particular face strict conditions; take advice before choosing either.

Partnership firm and proprietorship registration

A partnership firm comes into existence by a partnership deed signed by the partners, stamped as per the state's stamp law. Registration with the Registrar of Firms under s.58 of the Partnership Act is optional, but an unregistered firm cannot sue a third party to enforce a contract and a partner cannot sue the firm or other partners on rights under the deed (s.69). Since most firms will need to sue a customer at some point, register. In Uttar Pradesh, registration is done online through the Registrar of Firms, Societies and Chits; Delhi and Haryana have their own registrars and online systems.

A proprietorship has no registration of its own. It is identified through other registrations: GST, Udyam, the shops and establishments licence (in Delhi, under the Delhi Shops and Establishments Act 1954), a trade licence from the municipality, or a current account in the trade name. Banks usually want two such proofs to open a current account.

Both structures leave the owners personally liable for business debts. That matters for businesses that take credit from suppliers, sign leases or run any risk of claims, and it is the main reason to move to an LLP or company once the business has its feet.

The first 180 days after incorporating a company

Incorporation is the start of compliance, not the end. Within 30 days the board must hold its first meeting and appoint the first auditor (s.139(6)); if the board does not, members appoint the auditor within 90 days. Share certificates must be issued to subscribers within two months (s.56(4)), and most private companies that are not small companies must issue and hold securities in demat form under rule 9B of the Companies (Prospectus and Allotment of Securities) Rules.

Within 180 days, the subscribers must pay for their shares into the company's bank account and the company must file INC-20A, the declaration of commencement of business, with proof of payment. A company that misses this cannot commence business or borrow and faces penalties and possible striking off. The registered office must have the company's name painted or affixed outside, and the ROC can physically verify it.

Set up the statutory registers (members, directors and KMP, charges), file the declaration of significant beneficial owners if any individual holds 10% or more through layers (BEN-2), and calendar the first AGM and annual filings (AOC-4 and MGT-7 or MGT-7A). Directors must complete DIR-3 KYC on the schedule MCA prescribes; a DIN that misses KYC is deactivated.

Registrations a new business needs besides the ROC

GST registration is compulsory once turnover crosses the threshold for your state and type of supply, and from the start for inter-state supply of goods, sales through e-commerce operators (with some exceptions) and certain other cases. It can be applied for through AGILE-PRO-S at incorporation or separately; see GST registration, returns, notices and disputes.

Udyam registration as a micro, small or medium enterprise is free and gives access to priority sector lending, government procurement preferences and, for micro and small suppliers, protection against delayed payment; see MSME legal issues and delayed payments. Employee registrations under EPFO and ESIC, now governed by the Code on Social Security 2020, come through SPICe+ but apply in practice once headcount thresholds are crossed; for employment contracts and policies, see labour and employment law.

Depending on the business, you may also need a shops and establishments registration, a trade licence from the municipal body, an FSSAI licence for food, a fire NOC, pollution board consent for manufacturing, or an Importer Exporter Code for goods trade; see business licences: FSSAI, trade licence, fire NOC and other permits.

Foreign founders, foreign shareholders and FDI

Foreign nationals and foreign companies can be directors and shareholders of an Indian private company, subject to the FDI rules for the sector. Their identity and address documents must be notarised and apostilled in a Hague Convention country, or consularised at the Indian mission otherwise. A foreign director obtains a DIN through SPICe+ or separately, and at least one director must still be resident in India.

The subscription money from a foreign subscriber must come through banking channels into the company's account, the shares must be issued at not less than fair value, and the company must report in Form FC-GPR within 30 days of allotment. Investors from countries sharing a land border with India need government approval before investing. For the foreign exchange side, see FDI, FEMA and foreign exchange compliance.

An LLP can take foreign contribution only in sectors where 100% FDI is allowed under the automatic route without conditions. A partnership firm or proprietorship cannot have foreign partners except NRIs or OCIs on a non-repatriation basis, or with prior approval.

Company registration in Dubai, Sri Lanka or elsewhere abroad

A company abroad is registered under the law of that country, with its own registrar, local agent or service provider, and local tax rules. In the UAE, the choice is between a mainland company licensed by the emirate's economic department and a free zone company under one of the many free zone authorities, and foreign ownership rules have been relaxed for most mainland activities. In Sri Lanka, companies are registered with the Registrar of Companies under the local Companies Act. Indian lawyers cannot register the foreign company themselves; local professionals do that.

What Indian law controls is the Indian end. A resident individual can invest in an operating foreign company under the Overseas Investment Rules 2022 within the Liberalised Remittance Scheme limit, but not in a financial services business and with limits on step-down subsidiaries. An Indian company investing abroad files Form ODI through its AD bank and an Annual Performance Report each year. The foreign company and its income must be disclosed in Indian tax returns, and if the foreign company is effectively managed from India it can be taxed as an Indian resident.

So before paying a foreign incorporation agent, settle the Indian route: who will own the foreign entity, from which money, and whether any business or money will come back to India. A foreign company that later invests back into India, or holds Indian subsidiaries, raises round-tripping questions under the ODI rules.

Documents for company, LLP and firm registration

Agreements between founders: settle them at the start

The registration forms record who holds how many shares; they do not record what happens if a founder leaves, stops working, wants to sell or falls out with the others. A founders' agreement, or a shareholders' agreement once there are investors, deals with vesting of founder shares, roles, decision-making, transfer restrictions, non-compete and non-solicit obligations within what s.27 of the Contract Act allows, IP assignment, and how deadlocks are broken. Key rights should also be written into the articles, because a company is bound by its articles, not by a private agreement that contradicts them.

If you plan to give employees stock options, the articles and the shareholding should leave room for an ESOP pool from the start; see mergers, acquisitions, joint ventures and investment deals, including ESOPs. For founders' agreements and other contracts, see commercial contracts: drafting, review and disputes.

Common mistakes when registering a business

• Copying a template MoA. Wide, vague objects attract ROC queries and confuse banks. Write what the business actually does.
• Ignoring the trademark register. An approved company name can still infringe a registered mark.
• Using a virtual office with weak papers. The ROC can verify the registered office, and an address that cannot receive notices causes trouble later.
• Missing INC-20A. The company cannot commence business or borrow, and the ROC may strike it off.
• Nominee shareholders without paperwork. Holding shares for someone else without a declaration and agreement creates title and tax problems.
• No founders' agreement. Equal shares without vesting leave the company exposed when one founder leaves.
• Paying a foreign incorporation agent before the Indian FEMA route is settled. The Indian filing then has to be regularised.

What to do this week

• Decide the structure against your funding plan, liability risk and compliance appetite.
• Shortlist three names and search both the MCA records and the trademark register.
• Collect identity and address proofs for all directors or partners and get digital signatures.
• Secure the registered office papers: rent agreement, owner's NOC and a recent utility bill.
• Write a specific objects clause and decide authorised and subscribed capital.
• Draft the founders' agreement or LLP agreement alongside the registration, not after.
• Calendar the post-incorporation deadlines: 30 days for auditor and board meeting, 60 days for share certificates, 180 days for INC-20A.

Delhi, Noida, Ghaziabad and Gurugram: what differs

Incorporation is processed centrally by the Central Registration Centre, but the company's ROC depends on the registered office. A company with its office in Delhi or Haryana (including Gurugram and Faridabad) falls under the ROC for NCT of Delhi and Haryana, while one in Noida or Ghaziabad falls under the ROC at Kanpur for Uttar Pradesh. Stamp duty on the MoA and AoA, and on a partnership deed or LLP agreement, follows the state of the office, as do the shops and establishments law and the municipal trade licence.

Shifting the registered office from one state to another later needs approval from the Regional Director, so think about the long-term base before choosing an address. Shifting within a city is a simple filing. In Advocate B.K. Singh's experience, a registered office chosen for convenience, such as a relative's house in another state, causes more trouble later than any other single decision at incorporation.

If you want the documents and structure checked before you file, the team of Advocate B.K. Singh at Legals365 can review them and tell you the next step. Talk to a lawyer. For broader help on contracts, policies and early-stage legal needs, see legal advisory for startups and businesses.

When an LLP is a party

A limited liability partnership under the LLP Act 2008 is a body corporate, separate from its partners, with perpetual succession. It owns property, signs contracts and sues in its own name, and a partner's liability is limited to the agreed contribution except in cases of fraud. Every LLP needs at least two designated partners, at least one of whom is resident in India, and the designated partners answer personally for its statutory compliance.

The LLP agreement is the governing document, much like a company's articles. It decides who can sign, how decisions are taken, which matters need the consent of all partners, and how partners join and leave. It must be filed with the Registrar of Companies, and so must every change to it. Each partner is an agent of the LLP for its business, so a third party dealing in good faith can usually hold the LLP to a partner's act. For sale deeds, loans and litigation, though, sub-registrars, banks and courts ask for a partners' resolution or authority letter naming the partner who signs. Check the LLP's master data on the MCA portal: LLPIN, status, designated partners and registered charges.

The difference from an ordinary firm under the Partnership Act 1932 is real. Partners of an LLP are not jointly liable for its debts, and one partner is not personally liable for another partner's wrongful act. That is why lenders and landlords commonly take personal guarantees from LLP partners. The difference from a company matters too: there is no oppression and mismanagement remedy before the NCLT, so partner disputes are settled under the LLP agreement, usually by arbitration, or by a civil suit, and in serious cases by winding up through the NCLT.

Every LLP files an annual statement of account and solvency and an annual return with the ROC. Late filings attract additional fees for each day of delay, and an LLP that has stopped doing business can be struck off. The 2021 amendment decriminalised many defaults, but filings in arrears still block loans, registrations and government contracts at the worst moment. The IBC applies to LLPs, so a creditor can start insolvency proceedings against an LLP that defaults above the threshold.

In practice: name the LLP exactly as registered, ending in LLP; attach the partners' resolution and a copy of the LLP agreement to any deed, lease or plaint; and if the LLP was converted from a firm or a private company, confirm that property held in the old name has been mutated. Conversion vests the assets in the LLP by law, but municipal records, development authorities and sub-registrars still need to be updated before the property can be sold or mortgaged smoothly.

Frequently asked questions

How many people are needed to register a private limited company?

At least two directors and two shareholders, who can be the same two people. At least one director must have stayed in India for 182 days or more in the financial year. A single founder can form a one person company instead.

Is there a minimum capital for company registration in India?

No. The minimum paid-up capital requirement was removed in 2015. Stamp duty and ROC fees depend on the authorised capital, so most new companies start with modest capital and increase it later.

What does a certificate of incorporation contain?

It states the company's name, CIN, date of incorporation and type, and, for SPICe+ registrations, the PAN and TAN. Under s.7(2) of the Companies Act it is conclusive evidence of incorporation. Current details such as directors are shown in the MCA master data, not the certificate.

Do I need to apply separately for PAN and TAN for a new company?

No. A company registered through SPICe+ and an LLP registered through FiLLiP receive PAN and TAN through the incorporation form. Partnership firms and proprietors who need TAN apply separately on the income-tax portals.

How long does company registration take?

When the documents and name are in order, incorporation can be completed in a few working days after filing. Delays usually come from name rejections, mismatched address proofs or queries on the objects clause. Getting DSCs and office papers ready first saves the most time.

What is INC-20A and what happens if it is not filed?

INC-20A is the declaration that subscribers have paid for their shares, filed within 180 days of incorporation under s.10A. Until it is filed the company cannot commence business or borrow. Non-filing attracts penalties and can lead the ROC to strike the company off.

Should I register an LLP or a private limited company?

Choose a private limited company if you plan to raise equity investment, issue ESOPs or bring in investors. Choose an LLP for a partner-funded business that wants limited liability with lighter compliance. The tax position should be checked with real numbers.

Is partnership firm registration compulsory?

No, but an unregistered firm cannot sue a third party to enforce a contract, and partners cannot sue each other on the deed, because of s.69 of the Partnership Act. Registration with the state Registrar of Firms is therefore advisable.

Can my home address be the registered office?

Yes, if you can show ownership or a rent agreement, a recent utility bill and an NOC from the owner. The address must be able to receive notices, and the company name must be displayed there. The ROC can verify the address physically.

Can a foreign national be a director or shareholder of an Indian company?

Yes, subject to the FDI rules for the sector and approval for investors from land-border countries. Their documents must be apostilled or consularised. At least one director must still be resident in India, and foreign share subscriptions are reported to the RBI.

Can an Indian resident register a company in Dubai or Sri Lanka?

Yes, the company is formed under local law through local registrars or free zone authorities. On the Indian side, a resident individual invests under the Overseas Investment Rules within the LRS limit, and an Indian company files Form ODI. The foreign holding must be disclosed in Indian tax returns.

What annual filings does a private limited company have?

Financial statements in AOC-4 and the annual return in MGT-7 or MGT-7A after the AGM, the auditor's appointment in ADT-1 where needed, director KYC, and other event-based filings. Income-tax and GST returns run separately. Late fees accrue per day.

Are LLP partners personally liable for its debts?

Generally no. The LLP pays its obligations from its own assets, and a partner is liable only to the extent of his contribution unless he gave a personal guarantee or acted fraudulently.

Can an LLP buy property in Delhi or Noida?

Yes. An LLP can buy, lease and mortgage property in its own name through an authorised partner. Leasehold authorities such as the DDA or the Noida Authority have their own transfer rules and charges, so check those before the deal.