LLP Registration in Kerala: Procedure, Agreement and Compliance

A Limited Liability Partnership (LLP) combines the flexibility of a partnership with the limited liability of a company. Partners run the business under an agreement of their choosing, while the LLP itself is a separate legal entity: it owns its assets, enters into contracts and is liable for its debts, and a partner’s liability is limited to the agreed contribution, except in cases of fraud.

This guide sets out how an LLP with its registered office in Kerala is registered under the Limited Liability Partnership Act, 2008, and the compliance that follows.

When an LLP is the right choice

Point	LLP	Private limited company
Minimum members	2 partners, of whom at least 2 are designated partners	2 shareholders and 2 directors
Ownership	Contribution, as set out in the LLP agreement	Shares
Equity investment	Not suited to investors who want shares	Suited to equity investment and ESOPs
Compliance	Lighter: annual Form 8 and Form 11, audit only above thresholds	Board meetings, AGM, statutory audit every year, more filings
Suited to	Professional firms, family businesses, service businesses	Businesses planning to raise capital or scale

A detailed comparison is in LLP vs private limited company.

Basic requirements

• At least two partners. Partners may be individuals or bodies corporate.
• At least two designated partners who are individuals, and at least one of them resident in India.
• A designated partner needs a Designated Partner Identification Number (DPIN) and a Class 3 digital signature.
• There is no minimum contribution. The contribution can be in cash or in kind, as agreed.
• A registered office in Kerala, with address proof and the owner’s no-objection.

Registration procedure

1. Digital signatures for the proposed designated partners.
2. Name reservation through RUN-LLP. The name must end with “LLP” or “Limited Liability Partnership” and must not be identical or too similar to an existing company, LLP or registered trademark.
3. Incorporation through the FiLLiP form, with the subscription sheet, partners’ consent, address proof of the registered office and DPIN application for partners who do not have one.
4. Certificate of incorporation issued with the LLPIN, along with PAN and TAN.
5. LLP agreement executed on stamp paper as required under the Kerala Stamp Act and filed in Form 3 within 30 days of incorporation.

Incorporation applications are processed centrally. After incorporation, an LLP with its registered office in Kerala comes under the Registrar of Companies, Ernakulam.

The LLP agreement

The agreement governs how the LLP actually works. Where it is silent, the default provisions in the First Schedule to the Act apply, which may not suit the partners. It should cover:

• Contribution of each partner and how further contribution is called
• Profit-sharing ratio and remuneration or interest to partners
• Management, decision-making and the matters that need unanimous consent
• Admission, retirement and expulsion of partners
• Valuation and payment on exit
• Dispute resolution, including arbitration

See key clauses in a partnership deed; most apply equally to an LLP agreement.

Annual compliance

Filing	Due date
Form 11: annual return	30 May
Form 8: statement of account and solvency	30 October
Income tax return	As per the income tax due date applicable to the LLP
Audit of accounts	Required where turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh

Late filing attracts additional fee for each day of delay, so annual forms should not be left pending. Changes in partners, designated partners or the registered office have their own forms and time limits. See ROC filings for LLPs.

Frequently asked questions

Can an LLP be converted into a company later?

Yes. An LLP can be converted into a company under the Companies Act, 2013, which is a common route when the business later needs equity investors.

Can a partnership firm become an LLP?

Yes, by conversion under the LLP Act. See converting a partnership into an LLP.

Can foreign nationals or NRIs be partners?

Yes, subject to FEMA. Foreign investment in an LLP is permitted under the automatic route in sectors where 100% foreign investment is allowed without conditions.

ചുരുക്കം (Summary in Malayalam)

പാർട്ണർഷിപ്പിന്റെ സൗകര്യവും കമ്പനിയുടെ പരിമിത ബാധ്യതയും ചേർന്നതാണ് LLP. കുറഞ്ഞത് രണ്ട് പാർട്ണർമാരും രണ്ട് ഡെസിഗ്നേറ്റഡ് പാർട്ണർമാരും വേണം; അവരിൽ ഒരാൾ ഇന്ത്യയിൽ താമസിക്കുന്നയാളാകണം. കുറഞ്ഞ മൂലധനം ആവശ്യമില്ല. RUN-LLP വഴി പേര് റിസർവ് ചെയ്ത്, FiLLiP ഫോം വഴി രജിസ്റ്റർ ചെയ്യാം. 30 ദിവസത്തിനകം LLP എഗ്രിമെന്റ് Form 3-ൽ ഫയൽ ചെയ്യണം. വർഷം തോറും Form 11 (മെയ് 30), Form 8 (ഒക്ടോബർ 30) എന്നിവ ഫയൽ ചെയ്യണം. കേരളത്തിലെ LLP-കൾ ROC എറണാകുളത്തിന്റെ കീഴിലാണ്.

This article gives a general overview of LLP registration under the Limited Liability Partnership Act, 2008. Forms, fees and thresholds are revised from time to time; for accurate and current requirements, refer to the Act, the LLP Rules as amended and the MCA portal. The article is not advice on any particular case.