Register an LLP in India from Brazil

How to Register a Limited Liability Partnership in India from Brazil

India's Limited Liability Partnership (LLP) has emerged as a compelling entity choice for Brazilian businesses seeking a presence in the Indian market. Since India opened LLPs to foreign direct investment under the automatic route in November 2015, Brazilian professionals, consulting firms, technology companies, and agribusiness consultancies have adopted this structure for its operational flexibility and reduced compliance requirements compared to a Private Limited Company.

India-Brazil bilateral trade stood at roughly US$14.6 billion in 2025, with both BRICS partners having set a target of US$20 billion within five years at the July 2025 summit. Brazilian exports to India were approximately US$7.7 billion in 2025, while Indian exports to Brazil were approximately US$6.9 billion. An LLP offers Brazilian investors limited liability protection, pass-through taxation with no dividend distribution tax, a simpler governance framework without mandatory board meetings, and significantly lower annual compliance costs. For a detailed structural comparison, see our guide on Private Limited vs LLP.

FDI Route and Regulatory Requirements

Since 10 November 2015, 100% FDI in LLPs has been permitted under the automatic route, provided the LLP operates in sectors where 100% FDI is allowed and there are no FDI-linked performance conditions. This means Brazilian investors do not need prior approval from the Reserve Bank of India (RBI) or the Government of India before investing.

Sectors fully open to Brazilian FDI in LLPs under the automatic route include information technology and software services, management and business consulting, engineering and architecture, legal process outsourcing, e-commerce (marketplace model), healthcare services, renewable energy consulting, agricultural technology consulting, and environmental services. For a comprehensive breakdown, see FDI Sectoral Caps.

Sectors Where FDI in LLPs Is Prohibited

LLPs with foreign investment cannot operate in agricultural or plantation activities (direct operations), print media, real estate business (trading in land or properties for profit), or sectors like atomic energy and railway operations (excluding mass rapid transit systems). Sectors with FDI-linked performance conditions such as defence, telecom, and insurance also do not permit FDI through the LLP structure.

Since Brazil does not share a land border with India, Press Note 3 (2020) restrictions do not apply. Brazilian investors can proceed through the automatic route without the additional security clearances required for investors from China, Pakistan, Bangladesh, and neighbouring countries. For further comparison, see Automatic Route vs Government Approval.

DTAA Benefits for Brazilian Investors

The Double Taxation Avoidance Agreement between India and Brazil, originally signed in 1988 and effective since 1992 (amended in 2013), prevents the same income from being taxed in both jurisdictions. A protocol signed on 24 August 2022, adding G20-OECD BEPS anti-abuse provisions, entered into force on 18 October 2025 and applies in India from FY 2026-27 (income arising on or after 1 April 2026) under CBDT Notification No. 39/2026. Since LLPs are treated as partnerships for Indian tax purposes, the DTAA provisions apply to profit distributions and cross-border payments as follows:

• Interest: 10% withholding tax for bank loans of 5 years or more financing industrial equipment or investment projects, 15% otherwise (government and central bank interest is exempt), compared to the domestic rate of 20%
• Royalties (general, non-trademark): 10% for patents, copyrights, and technical know-how, down from 15% before the protocol
• Fees for technical services: 10% under a new dedicated treaty article; previously taxed within the Royalties article at 15%
• Royalties (trademarks): 15% under the protocol, down from 25% previously
• Business profits: Taxed only in the country of residence unless the LLP creates a permanent establishment in the other country
• Capital gains: Governed by residency-based provisions with specific rules for immovable property

Brazilian partners can claim foreign tax credits in Brazil through the Receita Federal for taxes paid in India, effectively avoiding double taxation. To avail of DTAA benefits, partners must obtain a Tax Residency Certificate (TRC) from Brazilian tax authorities and file Form 10F with Indian tax authorities. For more information, explore our India-Brazil DTAA guide and DTAA Master Guide.

Document Requirements and Authentication

Both India and Brazil are signatories to the Hague Convention (Apostille Convention). Brazil deposited its instrument of accession to the Convention in December 2015 and has been issuing apostilles through authorised cartórios since the Convention entered into force for Brazil on 14 August 2016, under the authority of the National Justice Council (CNJ). Brazilian documents require an apostille from a cartório rather than the lengthier embassy attestation process. For a detailed comparison, see Apostille vs Embassy Attestation.

Documents Required from Brazilian Partners

• Passport copies of all partners (notarised and apostilled at a cartório)
• CPF (Cadastro de Pessoa Física) number or equivalent tax identification
• Proof of address (utility bill or bank statement, not older than 2 months, notarised and apostilled)
• Passport-size photographs
• Board resolution of the Brazilian parent entity authorising investment in India (if corporate partner), apostilled
• Certificate of Incorporation / Contrato Social of the Brazilian entity (apostilled)
• CNPJ certificate of the corporate partner (apostilled)
• Power of Attorney in favour of an authorised representative in India (apostilled)

Translation Requirement

All documents in Portuguese must be translated into English by a certified sworn translator (tradutor juramentado) in Brazil before apostilling at a cartório. This is mandatory as Indian authorities accept documents only in English. Budget 3-5 additional days for the translation process.

Documents Prepared in India

• Digital Signature Certificate (DSC) for all designated partners
• Designated Partner Identification Number (DPIN) applications
• LLP Agreement (executed within 30 days of incorporation)
• Proof of registered office address (rent agreement + NOC from landlord + utility bill)

Step-by-Step Registration Process

The registration of an LLP in India uses the FiLLiP (Form for Incorporation of Limited Liability Partnership) on the Ministry of Corporate Affairs (MCA) portal. Here is the step-by-step process:

Step 1: Obtain Digital Signature Certificates (DSC)

All designated partners must obtain Class 3 DSCs from a licensed Certifying Authority. For Brazilian nationals, this involves submitting apostilled and translated passport copies and address proofs. Timeline: 2-3 working days.

Step 2: Apply for Designated Partner Identification Number (DPIN)

Each designated partner must obtain a DPIN. For those who do not already hold a DPIN or DIN, the FiLLiP form can allocate DPINs for up to two individuals simultaneously. Foreign nationals without a PAN must file Form DIR-3 separately.

Step 3: Reserve the LLP Name

Submit a name reservation through the RUN-LLP (Reserve Unique Name) service on the MCA portal. You can propose up to two names. Once approved, the reservation is valid for 3 months. The name must comply with LLP naming guidelines and not conflict with existing trademarks or company names.

Step 4: File FiLLiP Form

The FiLLiP form is an integrated application that covers incorporation details, partner information, and registered office address. Attach the required documents including translated and apostilled identity and address proofs for all partners. The form is filed with the Registrar of Companies (ROC) having jurisdiction over the state where the registered office is situated.

Step 5: Receive Certificate of Incorporation

The Registrar issues the Certificate of Incorporation in Form 16 along with the LLP Identification Number (LLPIN). This typically takes 5-10 working days after filing FiLLiP. The certificate and LLPIN are sent to the registered email address.

Step 6: File LLP Agreement (Form 3)

Within 30 days of incorporation, the LLP Agreement must be executed by all partners and filed with the ROC in Form 3. This agreement governs the rights, duties, and obligations of partners and is a critical operational document. Failure to file on time attracts a penalty of INR 100 per day.

Step 7: Receive FDI and File with RBI

The Brazilian partner remits capital contribution to the LLP's bank account in India. Within 30 days of receiving the capital contribution, file Form LLP(I) under the Single Master Form (SMF) on the RBI's FIRMS portal. A later transfer of contribution between a resident and a non-resident is reported in Form LLP(II). The bank issues a Foreign Inward Remittance Certificate (FIRC) as proof of the inward remittance.

Timeline and Costs

The end-to-end timeline for registering an LLP in India from Brazil is approximately 6-10 weeks, broken down as follows:

Cost Breakdown

• Government fees (ROC/MCA): INR 2,000-5,000 (based on contribution amount)
• Stamp duty on LLP Agreement: INR 5,000-15,000 (varies by state)
• DSC: INR 1,500-2,500 per designated partner
• Professional fees (CS/CA): INR 12,000-30,000
• Apostille and sworn translation charges in Brazil: BRL 200-500 total
• Total estimated cost: INR 30,000-60,000 plus apostille, translation, and courier costs

For a cost comparison across entity types, review our Compliance Cost: Pvt Ltd vs LLP vs OPC comparison and our WOS vs LLP for Foreign Investors guide.

Post-Registration Compliance

Once your LLP is incorporated in India, ongoing compliance obligations include:

• Form 11 (Annual Return): Filed by 30 May each year, containing details of partners, their contributions, and any management changes during the financial year
• Form 8 (Statement of Account and Solvency): Filed by 30 October each year, depicting the LLP's financial position and solvency status
• Income tax return: Filed annually by 31 July (31 October if audit is applicable)
• Statutory audit (LLP Act): Mandatory if turnover exceeds INR 40 lakh or partner contributions exceed INR 25 lakh
• Tax audit (Section 44AB): Mandatory if turnover exceeds INR 1 crore, raised to INR 10 crore where cash receipts and cash payments are each within 5% of the total
• GST compliance: Monthly or quarterly GST returns if the LLP is GST-registered
• FEMA/RBI reporting: Annual reporting through the FLA Return filed with the RBI by 15 July each year
• LLP Agreement amendments: Any changes to the LLP Agreement must be filed with the ROC in Form 3 within 30 days

Beacon Filing provides end-to-end annual compliance and FEMA/RBI compliance services to keep your Indian LLP in good standing.

Common Challenges for Brazilian Companies

Portuguese Document Translation

All Brazilian corporate documents must be translated from Portuguese to English by a sworn translator (tradutor juramentado) before they can be apostilled and submitted to Indian authorities. This is a mandatory step that adds 3-5 days and BRL 50-150 per page to the process. Common documents requiring translation include the Contrato Social (Articles of Association), board resolutions (Atas de Assembleia), and proof of address (comprovante de residência). Ensure translations are completed before initiating the cartório apostille process.

Currency Conversion and BACEN Compliance

The Brazilian Real (BRL) is not freely convertible internationally, meaning Brazilian partners cannot directly remit BRL to India. Investments must be routed through authorised Brazilian banks (bancos autorizados) with conversion to USD or EUR. Outward direct investment must be registered with BACEN through the RDE-IED system. The remitting bank in Brazil and the receiving AD bank in India must coordinate to ensure proper documentation for both BACEN and RBI compliance.

Resident Designated Partner Requirement

Under Section 7 of the LLP Act 2008, every LLP must have at least one designated partner who is a resident of India, meaning they have stayed in India for at least 120 days during the financial year (1 April to 31 March). Brazilian companies typically appoint a trusted local professional or an India-based employee for this role. This requirement cannot be waived and failing to maintain a resident designated partner is a compliance violation.

Time Zone Differences

Brazil (UTC-3) and India (UTC+5:30) have an 8.5-hour time difference, creating a very narrow window of overlapping business hours. This affects real-time coordination on document submissions, regulatory queries, and partner meetings. Plan for asynchronous communication workflows and designate clear points of contact in both countries to manage the process efficiently.

Sector Eligibility Confusion

The key restriction for FDI in LLPs is that the sector must allow 100% FDI under the automatic route with no FDI-linked performance conditions. Many Brazilian investors initially assume all sectors open to FDI via companies are equally open to LLPs, which is not the case. Sectors like defence (74% automatic), insurance (100% with conditions), and single-brand retail (100% with conditions) permit FDI in companies but not in LLPs due to their performance conditions. For more details, visit our Brazil country guide.

Frequently Asked Questions

Can a Brazilian citizen be the sole partner of an Indian LLP?

No. An LLP requires a minimum of two partners, and at least one designated partner must be a resident of India (having stayed in India for at least 120 days during the financial year, 1 April to 31 March). A Brazilian citizen can be one of the designated partners but must appoint at least one Indian resident designated partner.

Do Brazilian documents need sworn translation before apostilling?

Yes. All documents in Portuguese must be translated into English by a certified sworn translator (tradutor juramentado) registered in Brazil. The translation must be completed before the document is apostilled at a cartório authorised by the National Justice Council (CNJ). Indian authorities accept documents only in English.

Is FDI in LLPs under the automatic route for Brazilian investors?

Yes, since November 2015. 100% FDI in LLPs is permitted under the automatic route for Brazilian investors, as Brazil does not share a land border with India and is not subject to Press Note 3 restrictions. However, the LLP must operate in sectors where 100% FDI is allowed through the automatic route with no FDI-linked performance conditions.

How does LLP taxation differ from a Private Limited Company in India?

LLPs are taxed at a flat rate of 30% (plus surcharge and cess, effective rate approximately 34.94%) on their total income. Unlike companies, LLPs do not pay dividend distribution tax and profit distributions to partners are tax-free in the partners' hands. However, LLPs cannot avail of the concessional corporate tax rates available only to companies: the 22% rate under Section 115BAA, or the 15% rate under Section 115BAB, which was open only to new manufacturing companies that commenced production by 31 March 2024 and is no longer available to new entrants.

Can the LLP repatriate profits to Brazil?

Yes. Partner profit shares can be remitted to Brazil through an Authorised Dealer bank after payment of applicable Indian taxes. The repatriation must comply with FEMA regulations and the LLP's FDI reporting requirements. The India-Brazil DTAA ensures that taxes paid in India can be credited against Brazilian tax liability through the Receita Federal. Note that the incoming remittance in Brazil must also comply with BACEN regulations.

What is the minimum capital contribution for an LLP with foreign investment?

There is no statutory minimum capital contribution for an LLP in India. Partners can agree on any contribution amount through the LLP Agreement. However, the contribution amount should be commercially reasonable relative to the LLP's intended activities and may be scrutinised by the AD bank during account opening and by the RBI during FDI reporting.

How long does the cartório apostille process take in Brazil?

Brazilian cartórios authorised by the National Justice Council (CNJ) typically process apostille requests within 3-7 working days. This is faster than many other jurisdictions. Documents must first be notarised and, if in Portuguese, translated by a sworn translator before the apostille is affixed.