Who Can Start an LLP in India?

1 Why founders still love LLPs

• Separate legal personality – the LLP can own assets, borrow money, sue and be sued.

• Liability shield – partners’ exposure is capped at what they contribute.

• Light-touch audit – required only if turnover > ₹40 lakh or contribution > ₹25 lakh.

• No minimum capital – cash, property or even sweat equity is acceptable.

• 100 % foreign ownership permitted wherever the sector falls under the automatic-route FDI list.

2 Who can be a partner?

Not eligible: minors, undischarged insolvents, anyone disqualified under §164 of the Companies Act.

3 Formation checklist (2025 edition)

1. Obtain a Digital Signature Certificate (DSC) for every proposed DP.

2. File the FiLLiP e-form (this auto-issues the DPIN).

3. Reserve your LLP name via RUN-LLP (words like “Bank” or “Insurance” need regulator NOCs).

4. Upload registered-office proof (lease deed or utility bill).

5. PAN & TAN are allotted automatically once FiLLiP is approved.

6. Execute and e-file the LLP Agreement within 30 days of incorporation (late fee ₹100/day; ₹50/day for small-LLPs).

Recent changes: “Small-LLP” status halves additional fees; 12 offences have been de-criminalised.

4 Foreign-investment & sector road-blocks

• Press-Note 3 (2020): Government approval is mandatory if the ultimate beneficial owner is from a land-bordering country.

• Prohibited sectors: agriculture, print media, certain NBFC activities, defence, gambling still bar LLP-FDI.

• Professional LLPs (CA, CS, architect) must ensure every DP holds an active practice certificate.

5 Annual obligations

Beacon Filing portal: sends 30-day reminders, supplies draft forms, e-files once you approve.

6 LLP vs. Private Ltd vs. Traditional Partnership — quick contrasts

• Legal status: LLP & Pvt Ltd are separate legal entities; a partnership firm isn’t.

• Liability: limited in LLP/Pvt Ltd, unlimited in a partnership firm.

• Audit: turnover-based for LLP; mandatory yearly for Pvt Ltd; none for a simple partnership.

• Ownership cap: unlimited partners in an LLP, 200 shareholders in a Pvt Ltd, 20 partners in a traditional firm.

• Foreign ownership: allowed in LLPs & Pvt Ltds (sector permitting); rarely feasible in partnerships.

• Tax FY 2025-26: LLP 30 % + surcharge + cess; new-regime Pvt Ltd 22 % + SC + cess; partnership profits taxed in partners’ slabs.

7 When an LLP makes perfect sense

1. Boot-strapped consulting boutique seeking liability protection with minimal compliance.

2. Overseas SaaS company hiring Indian talent—Beacon Filing supplies the resident DP.

3. Family export house moving from HUF to a corporate-like structure without changing profit shares.

4. VC-backed marketplace starting lean today, converting to a Pvt Ltd post-Series A.

5. Professional alliance (CAs, architects, doctors) pooling licences while ring-fencing personal risk.

8 How Beacon Filing makes LLP setup effortless

• 100 % digital onboarding with KYC and e-sign—even for foreign partners.

• FEMA & sector-cap screening so your FDI forms never bounce.

• Flat, all-inclusive fee covering name reservation, stamp duty, LLP Agreement draft, PAN/TAN and 12 months of compliance concierge.

• Conversion care: if you outgrow an LLP, we manage the seamless move to a Pvt Ltd—no GST migration or bank-account freeze.

Ready to map out your LLP?
Book a free 30-minute discovery call and let Beacon Filing turn India’s regulatory maze into a straight-line launch plan.

Disclaimer (23 July 2025): Regulations evolve. This article offers general guidance only—always seek personalised professional advice before acting.