Register a Limited Liability Partnership in India from Poland

How to Register an LLP in India from Poland

A Limited Liability Partnership (LLP) has become an increasingly popular entity structure for foreign investors entering India, combining the operational flexibility of a partnership with the limited liability protection of a company. Since India opened the LLP structure to foreign direct investment under the automatic route, Polish businesses have gained access to a lighter-compliance entity that suits professional services, consulting, and technology firms.

Poland and India have built strong bilateral ties, with trade reaching USD 5.72 billion in 2023 and the relationship being elevated to a Strategic Partnership in 2024. Polish companies, particularly in the IT sector (over 10,000 Polish nationals are employed by Indian IT companies in Poland), are well-positioned to leverage the LLP structure for collaborative ventures in India.

An LLP in India is governed by the Limited Liability Partnership Act 2008. It requires a minimum of two designated partners, at least one of whom must be a resident of India. Unlike a Private Limited Company, an LLP does not have shareholders or share capital. Instead, partners contribute capital as specified in the LLP agreement and share profits according to agreed ratios. The key advantage is that each partner's liability is limited to their agreed contribution, protecting personal assets from business debts.

FDI Route and Regulatory Requirements

FDI in Indian LLPs was opened under the automatic route by DIPP Press Note No. 12 (2015 Series) and the corresponding amendment to the FEMA regulations. Polish investors can invest in an LLP without prior government approval, subject to an important condition: the LLP must operate in a sector where 100% FDI is allowed under the automatic route with no performance-linked conditions.

Sectors open for FDI in LLPs include IT and software services, consulting, professional services, most manufacturing activities, and e-commerce (marketplace model). However, several restrictions apply specifically to LLPs with foreign investment:

• The LLP cannot operate in agricultural/plantation activities, print media, or real estate business
• The LLP cannot avail External Commercial Borrowings (ECBs)
• Investment by Foreign Portfolio Investors (FPIs) and Foreign Venture Capital Investors (FVCIs) is not permitted in LLPs
• Downstream investment by an LLP with FDI into another Indian entity is subject to separate FDI regulations

As an EU member state, Poland is not itself caught by the land-border approval requirement in Press Note 3 (2020), and Polish investments into Indian LLPs proceed under the standard automatic route. Press Note 2 (2026 Series) of 15 March 2026 narrowed but did not remove that look-through: prior Government approval is still required where citizens or entities of a land-border country exceed the PMLA Rule 9(3) beneficial-ownership thresholds (more than 10% for a company), control the investor entity, or hold ultimate effective control over the Indian investee. The regulatory framework is governed by FEMA, the LLP Act 2008, and the Consolidated FDI Policy.

DTAA Benefits for Polish Investors

The India-Poland DTAA, signed in 1989 and updated by a Protocol that entered into force on 1 June 2014 and took effect in India from 1 April 2015, provides tax relief for cross-border income. For LLP structures, the relevant treaty provisions include:

• Interest (Article 12): 10% under the DTAA (versus 20% domestic rate)
• Royalties (Article 13): 15% under the DTAA (versus 20% domestic rate)
• Fees for Technical Services (Article 13): 15% under the DTAA — royalties and FTS share a single article in this treaty
• Business profits: The Indian LLP is itself an Indian resident taxpayer, so its profits are taxed in India in its own hands rather than being attributed to the Polish partner as permanent-establishment income

Since an LLP in India is taxed as a partnership firm (at a flat rate of 30% plus surcharge and cess), the profit distribution to partners is tax-free in the hands of the partner. This differs from a Pvt Ltd where dividends are subject to withholding tax. However, remittances from the LLP to the Polish partner for services, royalties, or interest are subject to applicable withholding rates under the DTAA. To claim treaty benefits, the Polish partner must provide a valid Tax Residency Certificate (TRC) and Form 10F.

Document Requirements and Authentication

Both Poland and India are members of the Hague Apostille Convention, allowing documents to be authenticated through the apostille process. In Poland, the Ministry of Foreign Affairs in Warsaw is the competent authority for issuing apostilles.

Polish investors must prepare and apostille the following documents:

• Passport copies of all proposed designated partners (notarized and apostilled)
• Address proof of Poland-based partners (utility bill or bank statement, not older than 2 months, notarized and apostilled)
• Board resolution or partnership decision of the Polish entity authorizing the India investment (if the investing entity is a company or partnership)
• Certificate of registration (KRS extract or equivalent) of the Polish investing entity (certified and apostilled)
• Proof of registered office in India (rental agreement or NOC from the property owner)
• Power of Attorney in favour of an Indian representative

The apostille fee in Poland is PLN 60 per document, with processing typically taking 3-14 working days. Each designated partner requires a Digital Signature Certificate (DSC) from an Indian Certifying Authority and a Designated Partner Identification Number (DPIN).

Step-by-Step Registration Process

LLP registration in India is handled through the MCA portal. The process differs from company registration in several key ways:

1. Obtain DSCs: All proposed designated partners apply for Digital Signature Certificates. Foreign partners complete video-based KYC remotely. Timeline: 1-2 business days.
2. Apply for DPIN: Each designated partner must obtain a Designated Partner Identification Number through the MCA portal. If a partner already holds a DIN (Director Identification Number) from a company directorship, the same number can be used as DPIN. Timeline: 1-2 business days.
3. Name reservation (RUN-LLP form): Reserve the LLP name by filing the RUN-LLP form on the MCA portal. Up to two names can be proposed. The approved name is reserved for 90 days. Timeline: 1-3 business days.
4. File FiLLiP (Form for incorporation of LLP): Submit the incorporation form with details of the LLP, designated partners, registered office address, and the LLP agreement. This form also processes PAN and TAN registration. Timeline: 5-7 business days.
5. LLP Agreement filing: File the LLP agreement (Form 3) within 30 days of incorporation. This agreement defines the rights, duties, and profit-sharing ratios of partners.
6. Open bank account and receive FDI: Open an Indian bank account in the LLP's name and receive investment from the Polish partner. Timeline: 1-2 weeks.
7. Report the FDI inflow: Capital contribution received by an LLP is reported to the RBI in Form LLP(I) on the FIRMS/SMF portal within 30 days of receipt. A later transfer of contribution between a resident and a non-resident is reported in Form LLP(II) within 60 days.

Timeline and Costs

The typical timeline for registering an LLP in India from Poland is 4-6 weeks:

Estimated costs:

• Government fees (MCA): INR 500-2,000 depending on partner contribution
• DSC: INR 1,500-2,500 per designated partner
• Stamp duty on LLP agreement: Varies by state (typically INR 1,000-5,000)
• Professional fees: INR 15,000-40,000 for a CA/CS firm
• Apostille fees in Poland: PLN 60 per document

For a detailed breakdown, see our Company Registration services page.

Post-Registration Compliance

LLPs enjoy lighter compliance requirements compared to Private Limited Companies, which is one of their key advantages:

• Annual return (Form 11): Must be filed within 60 days of the close of the financial year (by May 30)
• Statement of accounts (Form 8): Must be filed within 30 days of the end of 6 months from the financial year-end (by October 30)
• Income tax return: Due by July 31 (or October 31 if audit applies)
• Tax audit: Required if turnover exceeds INR 1 crore (or INR 10 crore if cash transactions are below 5% of total)
• GST returns: Monthly or quarterly if GST-registered
• FLA return: Annual Foreign Liabilities and Assets return to RBI by July 15
• No board meetings required: Unlike a Pvt Ltd, LLPs are not required to hold board meetings or AGMs
• No annual audit: Audit is mandatory only if turnover exceeds INR 40 lakh or contribution exceeds INR 25 lakh

For ongoing compliance support, see our Annual Compliance guide.

Common Challenges for Polish Companies

Polish companies registering an LLP in India should anticipate these challenges:

• Resident designated partner: At least one designated partner must be an Indian resident (stayed 120+ days in India during the financial year). Polish firms typically engage a nominee designated partner service until they have a local team member who qualifies.
• Sector restrictions: FDI in LLPs is limited to sectors where 100% automatic route FDI is permitted with no performance conditions. This excludes sectors like defence, print media, and agriculture. Verify your sector eligibility before proceeding.
• No ECB access: LLPs with FDI cannot raise external commercial borrowings, limiting funding options to partner contributions and domestic borrowing.
• Limited exit options: Unlike selling shares in a Pvt Ltd, transferring partnership interest in an LLP requires amending the LLP agreement and complying with FEMA transfer pricing guidelines. The process is less standardized than share transfers.
• Banking challenges: Some Indian banks are less familiar with LLP structures for foreign-owned entities compared to Pvt Ltd companies, which may result in additional documentation requests during account opening.

Frequently Asked Questions

Can a Polish individual directly become a partner in an Indian LLP?

Yes. Both Polish individuals (as non-resident Indians or foreign nationals) and Polish corporate entities can become partners in an Indian LLP. At least one designated partner must be a resident of India, but the Polish partner can be a designated partner alongside the Indian resident partner.

What is the minimum capital contribution for an LLP with FDI?

There is no statutory minimum capital contribution for an LLP in India. Partners can agree on any contribution amount in the LLP agreement. However, the contribution should be commercially reasonable and reflect the business activities planned.

How is an LLP taxed differently from a Pvt Ltd in India?

An LLP is taxed at a flat rate of 30% on its income (plus applicable surcharge and cess). Unlike a Pvt Ltd, profit distributed to partners is not subject to additional dividend distribution tax or withholding tax. However, LLPs cannot avail the concessional 22% or 15% tax rates available to Pvt Ltd companies under Sections 115BAA and 115BAB.

Can an LLP be converted to a Pvt Ltd later?

Yes. The Companies Act 2013 provides a mechanism for converting an LLP into a Private Limited Company. This may be desirable if the business grows and requires equity funding from venture capital or private equity investors, as most institutional investors prefer the Pvt Ltd structure.

Is an LLP agreement mandatory?

Yes. The LLP agreement must be filed with the MCA within 30 days of incorporation using Form 3. This agreement governs the mutual rights and duties of partners, profit-sharing ratios, capital contributions, and management responsibilities. Without a filed agreement, the provisions of Schedule I of the LLP Act apply by default.

Does an LLP need to maintain a registered office in India?

Yes. Every LLP must have a registered office in India where all communications and notices can be addressed. The address must be filed at the time of incorporation and any change must be notified to the ROC within 30 days.

Can a Polish LLP or partnership firm invest in an Indian LLP?

Yes. A Polish body corporate, LLP, or partnership firm can invest in an Indian LLP as a partner. The Polish entity must provide its registration documents (KRS extract or equivalent), apostilled for use in India. The investment must comply with FEMA regulations for FDI in LLPs.