Register an LLP in India from Vietnam

How to Register a Limited Liability Partnership in India from Vietnam

As India-Vietnam bilateral trade reached a historic high of USD 16.46 billion in 2025, Vietnamese businesses in IT services, consulting, agriculture, and professional services are exploring cost-effective structures to enter the Indian market. The Limited Liability Partnership (LLP) offers an attractive alternative to a Private Limited Company, combining limited liability protection with significantly reduced compliance requirements and operational flexibility.

An LLP does not require board meetings, annual general meetings, or statutory audits unless turnover exceeds INR 40 lakh or partner contribution exceeds INR 25 lakh. This lean structure is ideal for Vietnamese companies establishing a services presence, liaison function, or small-scale operations in India without the overhead of a full corporate setup.

Since the Indian government opened FDI in LLPs under the automatic route, Vietnamese investors can register an LLP without prior government approval in eligible sectors. For a detailed comparison of structures, see Private Limited vs. LLP and WOS vs. LLP for Foreign Investors.

FDI Route and Regulatory Requirements

100% FDI in Indian LLPs is permitted under the automatic route, provided the LLP operates in sectors where 100% FDI is allowed without any FDI-linked performance conditions. Vietnam does not share a land border with India, so Press Note 3 restrictions do not apply to Vietnamese investments.

Sectors eligible for FDI in LLPs under the automatic route include information technology, e-commerce (marketplace model), consulting, professional services, manufacturing, healthcare, renewable energy, and most services sectors. However, LLPs with FDI cannot operate in agricultural and plantation activities, print media, or real estate business. Sectors with sectoral caps below 100% or those requiring government approval are not available to LLPs.

Key regulatory points for Vietnamese investors:

• FDI in LLPs is governed by the Foreign Exchange Management Act (FEMA) and the Consolidated FDI Policy
• Foreign Portfolio Investors (FPIs) and Foreign Venture Capital Investors (FVCIs) are not eligible to invest in LLPs
• At least two designated partners are required, with at least one being a resident of India (120+ days during the financial year)
• The LLP can make downstream investments in other companies or LLPs in sectors where 100% FDI is allowed
• No minimum capital contribution is prescribed by law

DTAA Benefits for Vietnamese Investors

The India-Vietnam Double Taxation Avoidance Agreement, in force since 2 February 1995, provides meaningful tax advantages for Vietnamese partners in an Indian LLP. While LLPs are taxed differently from companies in India (LLPs are not subject to dividend distribution tax since profits flow to partners), the DTAA governs cross-border payments:

• Interest: 10% of the gross amount (versus 20% domestic withholding rate)
• Royalties: 10% of the gross amount
• Fees for Technical Services (FTS): 10% under the treaty

LLP partners receiving profit distributions are taxed in India at the LLP level at 30% plus surcharge and health and education cess (effective ~34.94%). The profit share received by the Vietnamese partner is exempt from further Indian tax under Section 10(2A) of the Income Tax Act. The Vietnamese partner reports the income in Vietnam and claims a Foreign Tax Credit for taxes paid in India, thereby avoiding double taxation.

To claim treaty benefits on any payments, the Vietnamese entity must furnish a valid Tax Residency Certificate (TRC) issued by the General Department of Taxation of Vietnam and Form 10F. Proper transfer pricing documentation is essential for intercompany transactions between the LLP and Vietnamese-based partners or affiliates.

Document Requirements and Authentication

Vietnam has not yet operationalized the Hague Apostille Convention. Although Vietnam deposited its instrument of accession on 31 December 2025, the Convention enters into force for Vietnam only on 11 September 2026. Until then, Vietnamese documents must undergo the traditional embassy attestation (consular legalization) process. For a comparison, see Apostille vs. Embassy Attestation.

Vietnamese investors must prepare and legalize the following documents:

• Passport copies of all proposed designated partners (notarized and legalized through the Vietnamese Ministry of Foreign Affairs and the Indian Embassy in Hanoi)
• Address proof of Vietnamese-based partners (utility bill or bank statement, not older than 2 months, notarized and legalized)
• PAN card of the Indian resident designated partner
• Board resolution or authorization letter from the Vietnamese parent company or entity authorizing investment in the Indian LLP (if applicable, notarized and legalized)
• Certificate of incorporation or business registration of the Vietnamese entity (Giay chung nhan dang ky doanh nghiep, notarized and legalized)
• Proof of registered office in India (rental agreement, NOC from owner, utility bill)

The embassy attestation process involves: (1) notarization in Vietnam, (2) authentication by the Vietnamese Ministry of Foreign Affairs (MOFA), and (3) attestation by the Indian Embassy in Hanoi or the Indian Consulate in Ho Chi Minh City. This typically takes 2-4 weeks. All Vietnamese-language documents must include certified English translations.

Each designated partner will also need a Digital Signature Certificate (DSC) from an Indian Certifying Authority such as eMudhra or nCode, which can be obtained remotely through video verification.

Step-by-Step Registration Process

India's LLP registration is fully digital, handled through the Ministry of Corporate Affairs (MCA) portal. Here is the step-by-step process for Vietnamese investors:

1. Obtain DSCs: All proposed designated partners apply for Digital Signature Certificates from an Indian Certifying Authority. Vietnamese partners can complete video-based KYC remotely using their passport. Timeline: 1-2 business days.
2. Apply for DPIN: Each designated partner must obtain a Designated Partner Identification Number (DPIN), functionally similar to a Director Identification Number (DIN). DPIN can be applied for within the FiLLiP form itself. Timeline: 1-2 days.
3. Name reservation (RUN-LLP): Reserve the LLP name using the RUN-LLP service on the MCA portal, or propose up to 2 names within the FiLLiP form. The name must include "LLP" at the end. Timeline: 1-2 business days.
4. Filing FiLLiP (Form for Incorporation of LLP): Submit the integrated incorporation form with LLP details, designated partner information, registered office address, and partner contribution details. Attach legalized documents from Vietnam. Timeline: 5-7 business days.
5. Certificate of Incorporation: Upon approval, the Registrar of Companies issues the Certificate of Incorporation along with the LLP Identification Number (LLPIN). PAN and TAN are applied for separately.
6. File LLP Agreement (Form 3): The LLP Agreement must be filed with the ROC within 30 days of incorporation. This critical document defines partner rights, duties, obligations, and profit-sharing ratios.
7. Open a bank account: Open an Indian bank account in the LLP's name and receive the foreign capital contribution from the Vietnamese partner. Timeline: 1-2 weeks.
8. File LLP-I with RBI: After receiving foreign contribution, file Form LLP-I through the FIRMS/SMF portal within 30 days of receipt of capital contribution.

Timeline and Costs

The end-to-end timeline for a Vietnamese investor to register an LLP in India is typically 5-8 weeks, with the embassy attestation process being the primary time factor:

Estimated costs include:

• Government fees (MCA): INR 500-5,000 depending on the total 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 10,000-35,000 for a CA/CS firm handling the filing
• Embassy attestation fees: Approximately USD 20-50 per document
• Certified translation fees: USD 15-30 per page for Vietnamese to English translations
• PAN and TAN application: approximately INR 107 (PAN) and INR 77 (TAN)

For a detailed cost comparison, see Compliance Cost: Pvt Ltd vs. LLP vs. OPC.

Post-Registration Compliance

Key annual obligations for a Vietnamese-invested LLP include:

• Form 8 (Statement of Account and Solvency): Filed with the ROC within 30 days from the end of 6 months of the financial year (by October 30)
• Form 11 (Annual Return): Filed within 60 days from the close of the financial year (by May 30)
• Income tax return: Due by July 31 (October 31 where a tax audit applies; 30 November where a transfer pricing audit under Section 92E applies)
• Tax audit: Required if turnover exceeds INR 1 crore (INR 10 crore if cash transactions are below 5%)
• GST returns: Monthly or quarterly filings if GST-registered
• Form 3CEB transfer pricing report: Required for any international transaction with an associated enterprise, regardless of value; the INR 1 crore threshold applies only to Rule 10D contemporaneous-documentation requirements
• FLA return: Annual Foreign Liabilities and Assets return to RBI by July 15
• LLP-I reporting: Report any subsequent capital contribution changes through the FIRMS portal

Unlike a Pvt Ltd, an LLP is not required to hold board meetings, annual general meetings, or appoint a company secretary. Statutory audit is not mandatory unless turnover exceeds INR 40 lakh or partner contribution exceeds INR 25 lakh.

Common Challenges for Vietnamese Companies

Vietnamese companies registering an LLP in India encounter these specific challenges:

• Embassy attestation delays: The 2-4 week consular legalization process is the primary bottleneck. The Indian Embassy in Hanoi handles attestation for northern Vietnam, while the Indian Consulate in Ho Chi Minh City covers the south. Start document preparation at least 4 weeks before the target registration date. After September 2026, the Hague Apostille Convention will significantly streamline this.
• Resident designated partner requirement: At least one designated partner must have resided in India for 120+ days during the financial year. Vietnamese firms can engage a nominee resident designated partner through professional service providers in India.
• Limited exit options: Converting an LLP to a Pvt Ltd or winding up an LLP can be more complex than closing a company. Plan exit strategies early in the LLP Agreement.
• No equity-based fundraising: Unlike a Pvt Ltd, an LLP cannot issue shares or raise equity capital from investors. Funding comes only through partner contributions. If future fundraising is anticipated, a Private Limited Company from Vietnam may be more suitable.
• FDI sector restrictions: FDI in LLPs is only allowed in sectors where 100% FDI is permitted under the automatic route with no performance conditions. This excludes insurance, defense, and multi-brand retail.
• Language barriers: All MCA filings are in English. Vietnamese company documents must be accompanied by certified English translations, adding to the cost and timeline. Engage translators familiar with legal and corporate terminology.
• Currency management: The Vietnamese Dong (VND) to Indian Rupee (INR) conversion requires careful planning. Use AD Category-I banks experienced with ASEAN currencies and consider the exchange rate impact on reported capital contributions.

Frequently Asked Questions

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

No. Under Section 7 of the LLP Act, every LLP must have at least two designated partners, and at least one must be a resident of India (someone who has stayed in India for 120+ days during the financial year). The Vietnamese citizen can be the second designated partner, but a resident Indian designated partner is mandatory.

Will the Hague Apostille Convention make LLP registration easier from Vietnam?

Yes, significantly. Vietnam deposited its instrument of accession on 31 December 2025, and the Convention enters into force for Vietnam on 11 September 2026. After that date, Vietnamese documents can be apostilled domestically instead of going through the multi-step embassy attestation process. This will reduce the document authentication timeline from 2-4 weeks to just a few business days and lower costs substantially.

Is there a minimum capital contribution required for FDI in an Indian LLP?

No. There is no statutory minimum capital contribution for an LLP in India. You can incorporate with any amount of contribution. However, the amount should be commercially reasonable relative to the LLP's intended activities, as the RBI may scrutinize very nominal contributions in FDI-linked LLPs.

How is an LLP taxed in India compared to a Pvt Ltd?

An LLP is taxed at a flat rate of 30% plus surcharge and cess (effective ~34.94%). A Pvt Ltd can opt for a concessional rate of 22% (effective ~25.17%). However, the LLP has no dividend distribution tax on profit shares to partners, and compliance costs are substantially lower. The choice depends on the scale of operations and future fundraising plans.

Can a Vietnamese limited liability company invest in an Indian LLP?

Yes. A Vietnamese limited liability company (Cong ty TNHH) can become a partner in an Indian LLP, provided the investment complies with FEMA regulations and the LLP operates in a sector eligible for 100% FDI under the automatic route. The Vietnamese LLC must be a body corporate incorporated outside India. Legalized incorporation documents are required.

What happens if the LLP Agreement is not filed within 30 days?

If Form 3 (LLP Agreement) is not filed within 30 days of incorporation, escalating additional filing fees apply — since the 2022 amendment to the LLP Rules these are charged as multiples of the normal fee that increase with the length of the delay, replacing the earlier flat INR 100 per day. The default provisions of the LLP Act will govern the LLP, which may not reflect the partners' intended arrangements on profit-sharing, management, and exit terms.

Can the LLP open offices in multiple Indian cities?

Yes. The LLP can have its registered office in one city and open additional offices (places of business) in other Indian cities. Each additional office should be registered for GST purposes if the LLP provides taxable services from that location. The registered office address must be updated with the ROC if it changes.