limited liability partnership



LLP Registration · India

Limited Liability Partnership in India for Foreign Partners & NRIs.

Lower compliance · Tax-efficient distributions · 100% FDI in eligible sectors · Zero India visits.

The smarter structure for consulting firms, IT services, professional partnerships, and NRI founders who want operational flexibility without the equity mechanics of a Private Limited Company.

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10–15d
Setup Time
30%
Flat Tax Rate
0
Dividend Tax
1
Expert, All the Way
LLP Registration India

Limited Liability Partnership (LLP) in India for Foreign Partners

(Combination of Partnership and Companies Act)

A Limited Liability Partnership (LLP) in India is a flexible business structure that gives partners limited liability protection while allowing them to manage the business through an LLP Agreement. It is a popular option for foreign entrepreneurs, professionals and overseas companies planning to start or expand business operations in India.

Foreign nationals and foreign companies can become partners in an Indian LLP, subject to applicable FDI and FEMA rules.

Basic Requirements for LLP Registration in India

  • Minimum 2 partners
  • Minimum 2 Designated Partners
  • At least 1 Designated Partner must be resident in India
  • A registered office address in India
  • Digital Signature Certificate (DSC) for Designated Partners
  • Approved LLP name
  • LLP Agreement between the partners
  • Valid identity and address documents of foreign partners
  • Compliance with applicable FDI regulations
There is no minimum capital requirement to register an LLP in India, making it a flexible option for foreign partners looking to establish a business presence in India.
Honest Comparison

When an LLP Is Right — and When It Isn’t

Most incorporation websites will sell you whichever entity earns them the highest fee. We won’t. Choosing the wrong structure costs far more than getting the registration right. Here’s the honest breakdown.

An LLP Is Right If You…
Choose an LLP when these describe your situation
✓
Run a professional services, consulting, IT services, or trading business with predictable cash flows
✓
Plan to distribute profits regularly to partners rather than retain earnings in the entity
✓
Want lower annual compliance — no board meetings, no AGMs, no audit below ₹40L turnover
✓
Are an NRI or foreign founder who can commit 120 days in India but not the 182-day threshold
✓
Forming a joint venture with known, active partners who will all participate in the business
✓
Building a downstream investment vehicle to invest into other Indian companies or LLPs
A Private Limited Is Better If You…
Switch to Pvt Ltd when these apply instead
→
Plan to raise venture capital, angel funding, or institutional equity
→
Need to issue ESOPs to employees — LLPs cannot issue ESOPs
→
Operate in a sector with FDI-linked performance conditions where LLP FDI isn’t permitted
→
Want the lower 22% corporate tax rate with significant profit retention
→
Plan to list on a stock exchange or be acquired by a strategic buyer
→
Need a structure that PE firms and institutional investors expect to see on the cap table
← swipe to compare →
Not sure which structure fits your situation?

We give you an honest recommendation in a free 30-minute call — no upsell, no pressure.

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Real Advantages

What Makes an LLP Work For You

These aren’t marketing points. These are the specific structural advantages of an LLP that make it genuinely better than a Pvt Ltd for the right kind of business.

01
Tax-Efficient Profit Distribution
LLPs are taxed at a flat 30% on profits, but unlike a Pvt Ltd, there is no dividend distribution tax. Partners withdraw profits without a second layer of tax.
02
Lower Annual Compliance Burden
No board meetings. No AGMs. Audit only required above ₹40L turnover. Just two annual ROC filings — Form 8 and Form 11.
03
120-Day Residency Rule
The LLP Amendment Act 2021 reduced residency from 182 days to 120 days per financial year — ideal for foreign founders who travel regularly.
04
100% FDI — Automatic Route
Foreign nationals, NRIs, OCIs, and foreign companies can hold 100% of an Indian LLP in qualifying sectors — without prior government approval.
05
Full Profit & Capital Repatriation
Partners can repatriate profits abroad after Indian taxes and FEMA reporting. DTAA treaties reduce withholding tax on distributions.
06
No Minimum Capital — Limited Liability
Start with ₹1 in capital contribution. Partners’ personal assets are fully protected. The LLP can own property, contract, sue, and be sued.
← swipe to see all 6 →
Tax on Profit Withdrawal
Zero
No dividend distribution tax vs Pvt Ltd’s second layer
Residency Requirement
120d
vs 182 days required for a Private Limited director
Annual ROC Filings
2 only
Form 8 + Form 11 — fewer than a Pvt Ltd
Audit Required Above
₹40L
Turnover threshold — below this no mandatory audit
Want to know if these advantages apply to your specific situation?

Our professionals walks you through the numbers — tax impact, compliance cost, and repatriation efficiency — on the first call.

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FDI Rules for LLPs

What Foreign Investors Must Know

This is the section most provider websites skip — but if you skip it, you can find yourself with an LLP that’s technically in violation of FEMA from day one. We confirm FDI eligibility before you commit.

CONDITION 01 —
100% FDI Automatic Route Sector
The LLP must operate in a sector where 100% FDI is allowed under the automatic route — no government approval required.
CONDITION 02 —
No FDI-Linked Performance Conditions
The sector must have no performance conditions attached to FDI — such as minimum capitalisation, lock-in periods, or mandatory local sourcing.
CONDITION 03 —
Not an FPI or FVCI Investor
The foreign investor must not be a Foreign Portfolio Investor (FPI) or Foreign Venture Capital Investor (FVCI) — these categories cannot invest in LLPs.
← swipe to see all 3 →
Sectors Where LLP FDI Works
✓IT and ITES / Software Services
✓Business Consulting & Advisory
✓Professional Services
✓Most Manufacturing Categories
✓Trading & Distribution
✓Most Non-Financial Services
Sectors Where LLP FDI Is Not Available
✕Defence (FDI cap applies)
✕Insurance (with conditions)
✕Single-Brand Retail (sourcing conditions)
✕Broadcast Media
✕Banking & Multi-Brand Retail
✕Any sector with performance-linked conditions
Excluded Investors — Border Country Rule
Citizens of Pakistan and Bangladesh cannot invest in Indian LLPs. Investors from countries sharing a land border — China, Pakistan, Bangladesh, Nepal, Bhutan, Myanmar, Afghanistan — require prior government approval under Press Note 3 (2020).
Not sure if your sector qualifies for LLP FDI?

We confirm eligibility in one business day — free, before you commit to anything.

Confirm My FDI Route →
Complete Service Package

Everything Included — Nothing Left to Figure Out

This isn’t a forms-filing service. It’s a complete India entry package delivered by qualified CAs, Company Secretaries, and FEMA experts — from FDI eligibility check to your first year of compliance.

Phase 01
Pre-Incorporation
✓
FDI eligibility check for your sector
✓
LLP vs Pvt Ltd recommendation
✓
Apostille & attestation guidance
✓
Capital contribution structuring under FEMA
✓
Document checklist specific to your country
Phase 02
Incorporation
✓
DSCs for all designated partners
✓
Designated Partner Identification Numbers (DPIN)
✓
Name reservation via Form RUN-LLP
✓
FiLLiP filing with Registrar of Companies
✓
LLP Agreement (Form 3) within 30 days
✓
Certificate of Incorporation, PAN & TAN
Phase 03
Post-Incorporation
✓
Indian bank account (remote)
✓
FDI-LLP(I) filing with RBI within 30 days
✓
GST, Professional Tax, S&E registration
✓
Annual ROC filings — Form 8 & Form 11
✓
Income tax return & DPIN KYC
✓
Transfer pricing docs & Form 3CEB
← swipe to see all phases →
Optional Add-Ons — bundled or standalone
Resident Designated Partner
Virtual Registered Office
DTAA & TRC Structuring
Form 15CA/15CB Filing
Monthly Bookkeeping & CFO
Want a breakdown of exactly what’s included for your situation?

We send a detailed scope of work before you commit — no surprises, no hidden fees.

Get Full Scope of Work →
How It Works

From Discovery Call to Certificate of Incorporation

⏱ 10–15 Working Days
01
Day 1 · Free Call
Discovery & FDI Eligibility
Sector confirmed, profit distribution model assessed, residency situation reviewed. We tell you honestly if LLP is the right call — or if Pvt Ltd is better.
02
Day 2–3
Structure & Document Plan
FDI route confirmed · Capital structure decided · Apostille vs consular attestation briefed · Full document checklist sent specific to your country.
03
Day 3–10
LLP Incorporation
DSCs obtained · DPIN filed · Name reserved via RUN-LLP · FiLLiP submitted · Certificate of Incorporation issued with PAN & TAN.
04
Day 10–14
LLP Agreement — Form 3
LLP Agreement drafted and filed with MCA within 30 days of incorporation. Partner rights, profit-sharing, designated partner duties — all captured correctly.
05
Day 14–20
Bank Account & FDI-LLP(I)
Indian current account opened remotely · Foreign capital received · FDI-LLP(I) filed with RBI within 30 days of capital inflow. Most providers miss this step.
06
Ongoing
Compliance & Repatriation
Form 8, Form 11, ITR, GST, DPIN KYC — all managed. Profit repatriation structured under DTAA. One CA, one contact, for the life of your LLP.
10–15 working days from document submission to Certificate of Incorporation.
Most delays come from incomplete documents — we eliminate that from day one with a personalised checklist.
Start Now →
Next — what you need to provide

Documents Required

We do the heavy lifting. You provide the documents — we handle apostille, attestation, and submission.

Individual Partner
Foreign Company
Registered Office
For each individual designated partner or partner
Passport copy
Apostilled or attested as applicable
Address proof
Utility bill, bank statement, or driving licence — not older than 2 months
Passport-size photograph
Digital Signature Certificate (DSC)
We assist with obtaining — mandatory for designated partners
Designated Partner Identification Number (DPIN)
We file Form DIR-3 KYC on your behalf
Consent to act as Designated Partner
Form 9 — required at the time of incorporation
If a foreign company is a partner in the LLP
Certificate of Incorporation
Apostilled or consular attested
Board resolution authorising LLP investment
Naming the authorised signatory and capital contribution amount
Charter documents
MOA, AOA, or equivalent constitutional documents
Address proof of the company
Latest utility bill or bank statement
Proof of FDI eligibility
Sector confirmation + no performance conditions attestation
Required for the LLP’s registered office in India
Latest utility bill
Electricity, water, or gas — not older than 2 months
Rent agreement (if rented premises)
Between the LLP and the property owner
No Objection Certificate (NOC)
From the property owner allowing LLP registration
Don’t have an Indian office?
We provide a virtual registered office address — available as an add-on
We Handle This
Country-specific checklist after first call
Apostille guidance for Hague Convention countries
Consular attestation for UAE, Saudi, China
Certified translation arranged if needed
Virtual office address if you need one
Note: All documents must be in English or with certified translation. LLP FDI sector eligibility confirmed before documents are collected.
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Why Mercurius

We Get the Filings Others Miss.

Most India incorporation websites process your FiLLiP, hand you a certificate, and disappear — leaving you to figure out FDI-LLP(I), Form 3CEB, DPIN KYC, and profit repatriation on your own. That’s not us.

01
LLP FDI Expertise — Not Just Incorporation
Setting up an LLP with foreign investment requires sector-specific FDI analysis, FEMA pricing guidelines, FDI-LLP(I) filing with RBI, and ongoing transfer pricing documentation. Most portals don’t even know these exist. We handle all of it.
✦ ICAI · PCAOB · CPAB · ISO 9001:2015
One professional, start to finish
No handoffs. One dedicated Chartered Accountant owns your LLP setup and compliance — from FDI check to annual returns.
100% Remote — 60+ Countries
We work in your time zone and have incorporated LLPs for partners from USA, UK, Singapore, UAE, Japan, and 55+ other countries — none visited India.
Profit Repatriation — Done Right
We structure withdrawals under DTAA, coordinate TRC applications, and file Form 15CA/15CB so your partners receive funds cleanly and compliantly.
Transparent Fixed Pricing
Flat fee, written quote, no hourly billing. You know the full cost before we begin — no scope creep, no surprises.
← swipe to see all 5 →
500+
Entities Incorporated
60+
Countries Served
0%
Missed FDI-LLP Filings
24hr
CA Response Time
Ready to work with a firm that actually knows LLP FDI rules?

Free 30-minute discovery call — structure, eligibility, timeline, and a fixed quote.

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FAQ

Got Questions?

Everything foreign founders and partners ask about setting up an LLP in India — answered by our professional team.

Still have a question?
Our professional responds within 24 hours — straight answers, no sales pitch.
Ask our professional directly →
✦ FDI-LLP(I) Filing
RBI reporting within 30 days of receiving foreign capital is mandatory. Most providers miss it. We never do.
Can a foreign company or NRI invest 100% in an Indian LLP?+
Yes — but only when three conditions are met simultaneously: the LLP operates in a sector where 100% FDI is allowed under the automatic route, the sector has no FDI-linked performance conditions, and the investor is not an FPI or FVCI. We confirm all three before you commit.
How is an LLP taxed compared to a Private Limited Company?+
An LLP pays a flat 30% tax on profits. Partners then withdraw their share of profits with no further tax — there is no dividend distribution tax in an LLP. A Pvt Ltd pays 22% corporate tax, but then pays a second layer of tax when distributing dividends. For regular profit distribution, the LLP often wins on total tax outflow.
What is the residency requirement for a Designated Partner in an LLP?+
At least one Designated Partner must have been a resident of India for at least 120 days in the preceding financial year — per the LLP Amendment Act 2021. This is more lenient than the 182-day rule that applies to directors of a Private Limited Company. If you don’t have a trusted person in India, we provide a Resident Designated Partner service.
Don’t have a resident partner in India? We provide a qualified Resident Designated Partner as an add-on.
Get Resident Partner →
What is the FDI-LLP(I) filing and why does it matter?+
FDI-LLP(I) is the RBI reporting form that must be filed within 30 days of receiving foreign capital into an Indian LLP. It documents the inward remittance and capital contribution. Missing this deadline creates FEMA violations and compliance issues during future audits, disputes, or repatriation. Most providers don’t know it exists — we file it without exception.
Is a statutory audit mandatory for an LLP?+
No — not always. A statutory audit is required only if the LLP’s annual turnover exceeds ₹40 lakh or the capital contribution exceeds ₹25 lakh. Below these thresholds, a statutory audit is not mandatory — one of the key compliance advantages of an LLP over a Pvt Ltd.
Can I repatriate profits from an Indian LLP to my home country?+
Yes. Partners can repatriate their share of LLP profits abroad after applicable Indian taxes and FEMA compliance — including Form 15CA/15CB filings for outward remittances. DTAA treaties between India and your home country apply to reduce withholding tax on distributions. We structure repatriation to minimise tax leakage.
What is the difference between a partner and a designated partner in an LLP?+
Every LLP must have at least two designated partners — these are individuals who bear specific legal responsibility for regulatory compliance (ROC filings, tax returns, penalties). Partners may be individuals or body corporates, but at least one designated partner must be a resident of India for 120+ days. We draft the LLP Agreement to clearly define rights, duties, and profit-sharing for all partners.
Can an LLP be converted to a Private Limited Company later?+
Yes. An LLP can be converted to a Private Limited Company under Section 366 of the Companies Act 2013. This is relevant when LLP partners later decide to raise institutional equity, issue ESOPs, or prepare for a strategic exit. We advise on timing, structure, and manage the conversion process. Many of our clients start with an LLP and graduate to a Pvt Ltd as the business scales.
Still unsure about LLP vs Pvt Ltd? We compare both structures for your situation — free, in 30 minutes.
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