Two friends register an LLP in a hopeful month. The idea does not start. No bank account is opened, no invoice is raised, nothing happens at all. Four years later one of them receives an email from the portal and discovers there is a liability. That is not bad luck and it is not a trap. It is what the sections say. Section 35(1) of the LLP Act: every limited liability partnership shall file an annual return with the Registrar within sixty days of closure of its financial year. Section 34(3): every limited liability partnership shall file the Statement of Account and Solvency. Read the first word of each. Not every trading LLP. Not every LLP with turnover. Every limited liability partnership. The obligation attaches to the existence of the thing, not to anything it did — and there is no nil-return exemption and no dormant status to switch it off. Now the half that genuinely surprises people. Sections 34(5) and 35(2) make the limited liability partnership and its designated partners liable to a penalty of one hundred rupees for each day during which the failure continues — capped at one lakh rupees for the LLP and fifty thousand rupees for every designated partner. Limited liability protects you from the business risks of the LLP. It does not protect you from a penalty the statute puts on you by name. And there are two money consequences, not one, which is where most of the confusion on this subject lives. The penalty above, which is in the Act with its limits stated. And the additional fee under section 69, payable to file late at all — which was replaced in 2022 and now says only that the fee is as may be prescribed, with different fees allowed for different classes of LLP. Paying one does not settle the other. Where we stop: we print no late fee, no per-day additional fee and no audit threshold, because the Act hands those figures to rules and expressly allows them to differ between classes of LLP. We do not produce or verify the figures in the Statement of Account and Solvency, and we form no view on solvency. And we do not tell anybody whether to keep a dormant LLP alive or close it — though closing it is not an escape, because the overdue filings have to be cleared first.
What this guide covers
Start with the commonest practical error, which is arithmetical rather than legal.
People think of LLP compliance as one annual thing. It is two, under two different sections, reporting two different kinds of information, with two different due dates. Filing one and assuming the year is closed is how a default begins in an LLP that was otherwise being looked after.
The annual return reports who the partners are and what they have contributed. The Statement of Account and Solvency reports the financial position and carries a declaration about the LLP being able to pay its debts. Neither one covers the other, and a penalty attaches to each separately.
The first of the two, and short enough to read in full.
Section 35(1): every limited liability partnership shall file an annual return duly authenticated with the Registrar within sixty days of closure of its financial year, in such form and manner and accompanied by such fee as may be prescribed.
Two things fixed in the Act and two left to rules. Fixed: that every LLP shall file, and that the period is sixty days from closure of the financial year. Prescribed: the form, the manner and the fee.
The second, which comes in three parts and is worth separating because people merge them.
Section 34(2): a Statement of Account and Solvency shall be prepared within a period of six months from the end of each financial year, and shall be signed by the designated partners. Section 34(3): every limited liability partnership shall file within the prescribed time the Statement of Account and Solvency with the Registrar. Section 34(4): the accounts shall be audited in accordance with such rules as may be prescribed, with a proviso allowing the Central Government to exempt any class of LLPs by notification.
So preparation and filing are two separate obligations with two separate timings. An LLP can have prepared and signed its statement inside six months and still be in default for not having filed it.
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Now the word that decides the whole subject, and it is the first word of both obligations.
Every. Not every trading LLP. Not every LLP that opened a bank account. Not every LLP above a turnover. Every limited liability partnership.
Statutes are read as written and this one has no qualifying clause attached to the obligation. If Parliament had wanted the duty to depend on activity it would have been simple to say so, and it did not — while in the same Act it was perfectly willing to make the audit requirement depend on prescribed rules.
Said in the plainest possible terms, because this is the sentence people arrive hoping to have contradicted.
An LLP incorporated three years ago that has never raised an invoice, never opened a current account, never rented an office and never had a partners’ meeting owes the same two filings for each of those three years as an LLP running a factory.
The difference is only in the figures inside the forms. For the dormant LLP the figures are zeroes. Zeroes still have to be reported, on the form, by the due date, with the designated partners’ signatures on it.
And the specific shape the mistake takes, because it is reasoned rather than careless.
People who do this are usually not ignoring a known duty. They have reasoned their way to a conclusion: nothing happened, so there is nothing to report; nothing to report, so no return; and in any case the entity is effectively asleep.
Every step of that is a sensible inference and the conclusion is wrong, because the duty was never attached to there being something to report. It is attached to the LLP being on the register. The register is a list of existing LLPs, not a list of active ones.
Worth acknowledging rather than lecturing past, because the grievance is a reasonable one.
A person who tried something, did not get it off the ground, and walked away with no gain whatsoever is being asked for money. Nothing was earned. No creditor was left unpaid. Nobody was harmed. And the amount can exceed what was put in.
That reaction is understandable and it does not change the position. What it should change is the timing of the decision: the grievance is cheapest to feel in year one and most expensive in year four, and it is the same grievance either way.
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And the reason the duty is drafted this way, which makes it easier to accept even if not to like.
The register exists so that anybody dealing with an LLP — a bank, a supplier, a landlord, a prospective partner — can find out who stands behind it and what its position is. That function only works if every entry on it reports, including the entries that would otherwise report nothing.
An LLP that has filed nothing for four years is precisely the entry the register cannot read. From the outside, silence and collapse look identical, which is the problem the annual filing obligation exists to prevent.
This is the comparison worth making before anybody chooses a structure, and it is rarely made at the right time.
A sole proprietorship that stops trading simply stops. There is no registry entry to maintain, no annual form owed for existing, and nothing accrues while nothing happens. A limited liability partnership is a registered body with a continuing reporting duty attached to it.
Which is a real cost of the structure and belongs in the decision, not in a discovery four years later. The same is true of a private limited company and a one person company; a registered partnership deed firm sits differently again. Registering something is cheap. Keeping it registered is the annual part nobody budgets for.
And the registry filing is rarely the only recurring one. An LLP that actually starts trading usually picks up a GST registration with its own periodic returns, a professional tax obligation in several States, and often an MSME registration — each with its own calendar. The point is not that any one of them is heavy. It is that they are annual and they do not stop because a business did.
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Boil the first half of this guide down and what is left is four lines.
An LLP owes two filings a year because it exists, not because it traded. There is no nil-return exemption and no dormant status. The figures may be zeroes; the forms are still due, on their dates, signed.
Which leads directly to the two questions that actually matter in practice: what exactly are those dates, and what happens on the day after them. The rest of this guide is those two questions.
The first date, and it is one of the few periods in this area that is in the Act itself.
Within sixty days of closure of the financial year. For an LLP with the usual financial year ending on 31 March, that lands at the end of May.
It is also the earlier of the two dates, which catches people out. The instinct is that accounts come first and the partner report follows; the statute runs it the other way, with the return of partners due months before the statement has to be filed.
The second, and here the Act fixes a period for preparation rather than for filing.
Section 34(2) requires the Statement of Account and Solvency to be prepared within six months from the end of each financial year. For a March year-end that is the end of September.
Then section 34(3) requires it to be filed within the prescribed time — a different step, with a date set by rules rather than by the Act. Which is why the correct answer to when is Form 8 due is: check the rules as they currently stand, because the Act does not say.
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Worth describing, because its name conceals that it does two jobs rather than one.
It reports the LLP’s financial position for the year. And it carries a declaration about solvency — a statement by the LLP, through its designated partners, about its ability to pay its debts.
The second half is the part to notice. It is not an accounting summary that somebody compiles on your behalf. It is an assertion, made in the names of specific people, about the condition of their own LLP.
Which section 34(2) requires in terms, and that requirement has a consequence worth drawing out.
The statement shall be signed by the designated partners. Not by an accountant, not by a filing agent, not by whoever is handling compliance. By the people the statute has identified as answerable.
So a designated partner who signs without reading has done the one thing on this page that nobody can do for them, badly. On a dormant LLP the reading takes four minutes because every figure is a zero. On an active one it takes longer and matters more.
A short explanation, because the two dates are the single most common cause of a half-complied year.
The two filings answer different questions and need different inputs. Who the partners are and what they contributed is known on the last day of the year. What the financial position was needs the books closed, which takes longer.
Hence sixty days for the one and six months for the other. It is a sensible design, and it produces the specific failure of an LLP that filed in May, felt compliant, and defaulted on the second form without ever deciding to.
Separating the two sources of authority, because it changes how much you should trust a figure you read somewhere.
In the Act: that every LLP shall file both; the sixty days for the annual return; the six months for preparing the statement; and the penalty with its daily rate and its maximum limits.
Those are stable in the sense that changing them needs Parliament. They are the parts of this subject worth memorising, and they are the parts this page prints.
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And the other column, which is where almost every number you will find online actually comes from.
In the rules: the forms themselves, the manner of filing, the filing date for the Statement of Account and Solvency, the fee, the additional fee for delay, and the audit threshold.
Those can change by notification, without any amendment to the Act. Which is the reason a confident figure on a general page is unreliable in a way that a section number is not — and the reason this page tells you which column each thing sits in.
Asked constantly, and the honest answer has two parts.
Section 34(4) says the accounts shall be audited in accordance with such rules as may be prescribed, and its proviso allows the Central Government to exempt any class of LLPs from that requirement by notification.
So whether your LLP needs an audit is a rules question, not an Act question, and it is answered on your own turnover and contribution. That makes it a question for a chartered accountant — and where there are no books to audit in the first place, bookkeeping comes before any of this.
And the reason, stated once here so it does not have to be repeated later.
A threshold that sits in rules and carries an express power of exemption by notification is a moving figure. Printing it on a page that will be read for years means printing something that was true on a date.
Worse than being wrong, a printed threshold is relied on. An LLP that read a number here, concluded no audit was needed, and filed accordingly has been harmed by this page rather than helped by it. So we name the section, say where the figure lives, and send the question to somebody who will answer it on your facts.
Here is the distinction that resolves most of the confusion on this subject, and almost nothing written about LLP filings keeps it straight.
Miss a filing and two separate liabilities arise. One is a fee you pay to be allowed to file late at all. The other is a penalty for having been in default. They come from different provisions, they are calculated differently, and one is capped while the other is not even stated in the Act.
Paying the first does not discharge the second. An LLP that files its backlog, pays whatever the portal demands, and assumes the matter is closed has dealt with the fee. The penalty is a separate question under separate sections.
The first of the two, and this is where most published figures on this subject come from.
Section 69 deals with payment of additional fee. It provides for an additional fee as may be prescribed, in addition to any fee payable for filing the document or return, and provides that filing after the due date is without prejudice to any other action or liability under the Act.
Read that last clause carefully, because it is the statutory basis for the distinction above. Filing late and paying the additional fee is expressly stated to be without prejudice to any other liability — which is the Act telling you, in the fee section itself, that the fee is not the end of it.
And now a correction that matters more than anything else on this page, because the superseded version is still being quoted everywhere.
Section 69 was substituted by the Limited Liability Partnership (Amendment) Act, 2021, with effect from 1 April 2022. The earlier version fixed the amount in the Act itself: one hundred rupees for every day of delay, for filings made up to three hundred days late.
That text no longer stands. The figure is no longer in the section, and neither is the three hundred day structure. If you have read that the LLP late fee is one hundred rupees a day without limit, you have read the repealed provision — and it is still the most widely repeated sentence about LLP filings in India.
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What the replacement section says instead, and it is the part with the practical consequence.
The substituted section leaves the additional fee to be prescribed, and expressly permits a different fee or additional fee to be prescribed for different classes of limited liability partnerships and for different documents or returns.
So the Act has deliberately moved the number out of itself, and has authorised it to differ between kinds of LLP. That is not an oversight; it is the design. It is also exactly why a single figure cannot be stated correctly for all readers on a page like this one.
The policy, with its reason, since a reader has every right to ask why the one number they came for is missing.
Because the Act delegated it, because the delegate may set different amounts for different classes of LLP, and because rules change by notification while a page stays up for years.
What we will do instead is more useful than a figure. Give us the LLP identification number and the last year filed, and the open years can be counted exactly. The portal will then state the fee for your LLP, on the day you file, which is the only version of that number that is actually yours.
Now the second liability, and this one the Act does state in full, which makes it the solid ground on this subject.
Sections 34(5) and 35(2) are drafted the same way. On failure to comply, the limited liability partnership and its designated partners shall be liable to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every designated partner.
Four things in one sentence, and all four are in the statute rather than in rules. A daily rate. A continuing failure. A maximum for the LLP. A separate maximum for each designated partner.
On the rate, and on the phrase attached to it, which is the operative part.
For each day during which such failure continues. Not a fixed sum for being late. Not a percentage of anything. A daily amount that accrues while the form remains unfiled.
And it does not wait for anybody to write to you. The liability is expressed as arising from the continuing failure, so the absence of a notice is information about the registry’s correspondence and not about whether anything is accruing.
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The genuinely reassuring part, and the reason a long backlog is less frightening than the arithmetic suggests.
One lakh rupees for the limited liability partnership. Fifty thousand rupees for every designated partner. Those are stated in the sections themselves.
Which means a four-year default is not an open-ended number. People arriving at this subject imagine something unbounded, because the daily rate sounds unbounded and because the repealed fee provision is still being quoted at them. The penalty has limits, they are in the Act, and knowing them changes how the problem feels before it changes anything else.
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Stated once more, in its own section, because this is the practical trap.
An LLP clears its backlog. The portal computes the fee and the additional fee for the delay. It is paid, the acknowledgements arrive, and everybody treats the matter as finished.
The fee has been dealt with. Whether anything further follows on the penalty side is a separate question under separate sections, decided by adjudication rather than by the filing portal. We are not telling you it will follow; we are telling you that a paid challan is not an answer to it, because section 69 says so in its own words.
And now the half of this subject that people find hardest to believe, which the sections put beyond argument.
The limited liability partnership and its designated partners shall be liable. Both. Not the LLP, with partners behind a shield. The statute names the individuals.
So the sentence we hear most often on this subject — but it is limited liability, how can it come to me — is answering a different question. Limited liability concerns the debts and obligations the LLP incurs in business. This penalty is not a debt of the business. It is a liability the Act places on named persons for a default in filing.
Worth defining, because many people are one without having thought about what they accepted.
Designated partners are the partners identified as such, who carry the compliance responsibilities the Act assigns, and who sign and authenticate what the LLP files. Not every partner is one; the ones who are, are the ones named in these penalty provisions.
Which makes it a position rather than a courtesy. Being asked to be a designated partner because somebody needs a second name on the incorporation is being asked to accept a statutory liability, and the co-founder agreement or LLP agreement that follows should reflect who is actually doing the compliance — which is ordinary agreement drafting and is worth doing at the start rather than after a disagreement.
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On the per-partner maximum, and the word to notice in it.
Fifty thousand rupees for every designated partner. It is not a single sum shared between them. It is a separate ceiling applying to each.
So on an LLP with two designated partners, the maxima stated in the section are one lakh on the LLP and fifty thousand on each of the two. That is simply what the words provide, and it is a reason the subject should be dealt with jointly rather than by whichever partner happens to have received the email.
Applied to the situation most readers of this page are actually in.
An LLP that never traded has no money. It has no bank account to pay from, no asset to realise and no income. So a penalty on the LLP is, practically, a penalty on nobody.
Which is precisely why the designated partner limb matters so much here. In a dormant LLP the entity is an empty name and the individuals are not. The structure of the provision means the one part of it that can actually be enforced is the part with a person’s name on it.
A situation we see often enough to deserve its own section, and it is nobody’s idea of a scheme.
Two people incorporate. One of them is the active one and handles everything. The other agreed to be a designated partner because an LLP needs two, signed what was put in front of them, and heard nothing afterwards. Three years later they discover a liability in their own name.
There is no villain in that story and it is extremely common. The lesson is not about trust. It is that a designated partner is an office with duties attached, and a person holding it who never asks about the filings has accepted a liability they chose not to monitor.
Asked frequently and answered here with deliberate caution rather than reassurance.
The penalty under these sections is expressed as a liability of the designated partners in respect of a failure that continued over a period. Whether leaving the office later displaces a liability that had already accrued during the period you held it is not something a general page should be answering confidently.
What we will say is this: it is not obviously a clean exit, we would not want anybody to act on the assumption that it is, and a person in that position should take their own facts to a professional rather than to a page. We would rather be unsatisfying here than comfortable and wrong.
If this has not happened to you yet, one question below saves the whole of it.
If somebody asks you to come on as a designated partner in their LLP, ask one question before anything about the business plan: are the filings up to date, and for how many years.
It costs nothing, it is not an insult, and the answer is checkable. An existing default on an LLP you are about to join is the kind of thing that is obvious in advance and infuriating in retrospect — and the same question is worth asking about the registers and records, the KYC filings and the registered office position.
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A way of reading any compliance provision that is worth carrying beyond this page.
When a statute imposes a consequence, look for whether it names a person as well as the entity. Where it does, the protection of the structure does not reach that consequence, because the statute has gone around the structure deliberately.
These two sections name designated partners. So does a good deal of company law — which is why board resolutions, half-yearly returns and the rest of the registry calendar are worth treating as personal obligations rather than as the company’s paperwork.
Now the relief, and it is substantial enough to be worth checking carefully rather than assuming.
Section 76A, inserted by the 2021 amending Act, provides that where the person liable is a small limited liability partnership or a start-up limited liability partnership, the penalty shall be one-half of that specified, subject to a maximum of one lakh rupees for the LLP and fifty thousand rupees for every partner, designated partner or other person.
Half the penalty, same ceilings. For the dormant LLP that most readers of this page are dealing with, that is the single most financially significant provision on it — and it is applied by reference to a definition rather than by anybody’s discretion.
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The definition, which was also introduced by the same amendment and which did not previously exist.
Section 2(1)(ta) defines a small limited liability partnership by reference to its contribution and its turnover: a contribution not exceeding twenty-five lakh rupees, or such higher amount not exceeding five crore rupees as may be prescribed; and a turnover, as per the Statement of Accounts and Solvency for the immediately preceding financial year, not exceeding forty lakh rupees, or such higher amount not exceeding fifty crore rupees as may be prescribed.
Note the drafting. The Act states a figure and simultaneously authorises a much higher one to be prescribed — twenty-five lakh with a ceiling of five crore, forty lakh with a ceiling of fifty crore.
Which is why those figures are printed here with a qualification attached rather than as a clean answer.
The numbers in the definition are the base. The prescribed numbers may be higher, within the outer limits the section sets. So an LLP that is above twenty-five lakh of contribution may still be a small LLP if a higher amount has been prescribed.
We print these two because the Act itself names them and because the outer limits are also in the Act, which makes them unusually stable for figures in this area. But the operative question for your LLP is what is currently prescribed, and that is worth confirming rather than reading off a page.
A change that genuinely reduces what is at stake, and one that a great deal of older material has not caught up with.
The Limited Liability Partnership (Amendment) Act, 2021 moved a group of provisions, these two among them, out of criminal prosecution and into monetary penalties determined by in-house adjudication. Fraud-related offences were not decriminalised.
So a filing default is a civil money liability decided administratively, not a prosecution. That is worth saying plainly to anybody lying awake about it, and it is worth saying with the limit attached: it covers filing defaults, not everything a person can do wrong under the Act.
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Unpacked slightly, because the phrase is reassuring in a way that can be over-read.
It means the consequence is money rather than prosecution, and that it is determined by an adjudicating officer under the Act rather than by a criminal court. It does not mean the liability is informal, or that it goes away if ignored, or that there is a discretion to be appealed to in the ordinary case.
Civil does not mean optional. It means the question is how much and who pays, rather than whether anybody is prosecuted — and the answer to how much is already written in the two sections.
The reaction almost everybody has on reading the above, and the one thing that does not work.
If the LLP never traded and the liability is attached to its existence, the obvious move is to end the existence. Close it, strike it off, let it go.
The closure route requires the overdue returns to be brought up to date before the application can be made. So the backlog is not avoided by closing; it is a precondition of closing. The decision is not between filing and closing. It is between filing, and filing and then closing.
Which changes the order of operations, and therefore the order in which money is spent.
Clear the open years first, both forms per year, oldest first. Then take the closure decision separately, on its own merits, with the filings no longer hanging over it.
The equivalent exercise on the company side is dealt with on our strike off page. For an LLP, the forms and the exact requirements for closure sit in rules and should be checked as they stand on the day you apply rather than taken from any page, including this one.
Closing this part with the only piece of advice on the page that is purely arithmetical.
This year. Not because of urgency as a sales line, but because the penalty is expressed as accruing for each day the failure continues and is capped at a figure you can reach. A default that has not yet reached its ceiling gets more expensive every day and then stops getting more expensive — which is a worse position to be in, not a better one.
And an LLP that is current is cheap to keep current. Two short forms a year, a valid signature, and two dates in a diary. Everything expensive about this subject is created in the gap between a due date and the day somebody notices — which is why the next part of this guide is about what we actually do, and the part after that is one diary habit.
Hardly ever somebody filing on time. Almost always somebody who has just found out.
A designated partner who received an email from the portal and did not understand it. Two friends who registered an LLP in a hopeful month four years ago, never traded, and have now been told there is a liability. A chartered accountant’s client who wants the backlog handled separately from the current year. And occasionally somebody being asked to become a designated partner in somebody else’s LLP, who has sensibly decided to find out what that means first.
That last caller is the one we most enjoy. They are asking the question in the only month in which the answer is still free.
Before any figure can be discussed, three things, and all three are on documents you already hold.
The LLP identification number. The date of incorporation. And the last financial year for which anything was filed — or confirmation that nothing ever was.
From those three, the shape of the problem is known. Not the exact amount, because that depends on fees we do not set, but how many years are open, which forms are missing in each, and whether the matter is one year of carelessness or a four-year backlog.
Set out plainly so nobody engages us expecting accountancy.
The annual return in the prescribed form, from the partner and contribution details as they stand on the record. The Statement of Account and Solvency in its form, from figures you or your accountant supply. The digital signatures applied. The filings made, and the acknowledgements and challans returned to you in one place.
Where a signature is the blocker, that is usually the real delay — a class 3 DSC or a digital signature that expired quietly is discovered on the evening it is needed, and it takes days rather than minutes to replace.
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Most of this work is backlogs, so it deserves its own description rather than a footnote.
Four years unfiled is not four times one year’s work. Each year needs its own pair of forms, with that year’s figures, and the partner details as they were then rather than as they are now. If a partner came or went in year two, year two has to reflect it.
Which is why a backlog is quoted after we have seen the record and not before. Anybody who quotes a backlog on the telephone, before knowing how many years are open and whether the partner details changed, is guessing at your expense.
A small point of sequence that saves repeated work.
Oldest year first, and both forms for that year together, before moving to the next. Not all the annual returns and then all the statements.
The reason is that each year’s statement is built on the position the previous year closed at. Filing out of order produces a set of documents that do not join up, and a set that does not join up is a problem somebody discovers later, usually at the worst moment.
And here the limit is firm, because the form invites exactly the misunderstanding.
The Statement of Account and Solvency carries figures and a declaration about the LLP’s ability to pay its debts. We do not produce those figures, we do not verify them, and we do not form any view on solvency. We put what we are given into the prescribed form.
That is not a technicality. A statement is signed by designated partners who are asserting something about their own LLP, and no filing agent can take that assertion over from them. If the figures do not exist, the answer is bookkeeping before filing, not a filing with invented numbers in it.
Most of these files are shared with a chartered accountant, and the split is clean once stated.
They settle what the numbers are, and whether an audit is required on this LLP’s turnover and contribution. We settle how the forms are completed and filed. Where there are no numbers at all, bookkeeping or accounting services come first and we will say so rather than proceed.
The audit question in particular is theirs and not ours. It turns on thresholds set by rules which the Central Government may also exempt classes of LLPs from, and it is answered on your own figures by somebody who will stand behind the answer.
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Where somebody wants the position explained before committing to any engagement, half an hour of online legal consultation, over the phone or on video, covers it, and on a long backlog that half hour usually changes the order in which money gets spent.
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Every backlog enquiry brings the same three questions, and none of them has an answer we will give.
What is the total. Can the additional fee be waived. Will anyone really come after me personally for the penalty. We cannot say, we will not put a figure to it, and anybody who does is telling you about themselves rather than about your LLP.
What is knowable is the structure: which years are open, which forms each needs, that a daily penalty under the Act runs while the failure continues, and that it stops at the limits the Act itself names. The rest is arithmetic somebody else controls.
One duty that cannot be delegated to us or to anybody, and it is worth hearing from the people doing the filing.
Signing. A designated partner signs the Statement of Account and Solvency and authenticates the annual return, and in doing so says something in their own name. A person who signs a form they have not read has not been badly advised; they have skipped the only part the statute gave them personally.
So read the two forms before signing them, even on a dormant LLP, even when the figures are all zero. It takes four minutes and it is the difference between a filing you made and a filing that was made using your signature.
An LLP generates very little paper and almost all of it matters, which is an unusual combination.
The incorporation certificate. The LLP agreement and every supplementary agreement. Each year’s two filed forms with their acknowledgements and challans. The current partner and contribution position. And the DSC details with their expiry dates.
That is the whole of it and it fits in one folder. Where a certified copy of the incorporation certificate or of a filed form is needed for a bank or a tender, certified true copy work covers obtaining it. Where the record has drifted from reality — a partner who left, an address that changed — a registered office change or a corrected co-founder agreement is its own piece of work, and and where nobody wants to be the custodian of it, a legal file management arrangement takes that over.
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Our charge for preparing and filing both forms for one financial year is ₹1,999, usually within 3 – 7 days of the details reaching us.
Covered: the annual return prepared from the partner and contribution position; the Statement of Account and Solvency prepared in its form from the figures supplied to us; both forms checked for internal consistency before signature; the filings made; and the acknowledgements and challans handed back together.
Telling you how many years are open and which forms each year needs is not charged for. On a long backlog it often ends with us putting the work in a different order, or sending you to bookkeeping first; better said in the first call than in the third week.
Set out immediately below the figure, since a price with no boundary around it answers nothing.
The government filing fee and the additional fee for any delay, both of which are paid to the registry and not to us. The statutory penalty, which is a liability of the LLP and its designated partners and is nothing to do with our charge. Any audit. Any bookkeeping. A digital signature that has to be obtained or renewed. And the income tax return, which is a separate filing on a separate date — ITR filing is quoted apart from this.
Also outside it: each additional financial year in a backlog, which is its own pair of forms and is quoted year by year rather than as a bundle.
A reader may have come looking for one figure above all others and will not find it, so here is why.
No late fee. No per-day additional fee. No audit threshold. No table of amounts by number of days.
The reason is in the statute itself. Section 69 now says the additional fee is such as may be prescribed, and expressly allows a different fee or additional fee to be prescribed for different classes of limited liability partnerships and for different documents. A single figure printed on a general page is therefore the rules as they stood on some date, for some class of LLP — and it is read as a quotation.
What we print instead are the figures the Act fixes and names: one hundred rupees for each day the failure continues, one lakh rupees for the LLP, fifty thousand rupees for each designated partner, and one-half of the penalty for a small or start-up LLP.
The most common reaction to a backlog, and it needs answering honestly rather than encouragingly.
Closing an LLP is a legitimate decision and for a venture that never started it is often the right one. But it is not a way out of the filings. The closure route requires the overdue returns to be brought up to date first, so the backlog has to be cleared either way.
Which means the choice is not between filing and closing. It is between filing, and filing and then closing. Decide about the closure afterwards, on its own merits — our company strike off page deals with the equivalent exercise on the company side, and the forms and requirements for an LLP closure are set by rules that should be checked as they stand when you apply.
Place Order — no advance, pay after work
Place Order — no advance, pay after work
One line in a diary, repeated annually, and this page becomes something you never need.
Two reminders a year, one for each form, set the day the LLP is incorporated and never moved. Not a note to think about filing — a note with the form name on it, because the two dates are different and the second one is the one that slips.
Everything expensive about this subject comes from a date passing unnoticed, not from a difficult form. The forms are short. A dormant LLP’s pair of filings is an hour of work. The cost is created entirely by the gap between the due date and the day somebody remembers.
One sentence out of all of this is the one to keep, and it is about whose problem this actually is.
An LLP that does nothing still owes two filings every year — and the penalty for not making them is laid on the limited liability partnership and its designated partners. It has a name on it, and if you are a designated partner the name is yours.
Which is why, when somebody invites you onto an LLP as a designated partner, the question worth asking is not what the business does. It is whether its filings are up to date, and asking it costs nothing before you sign.
Before the filings begin there is a document most LLPs never actually write, and section 23(4) fills the gap with the First Schedule in the meantime. Our LLP registration guide sets out what those defaults decide — equal shares whatever anybody contributed, no pay for working, and no power to remove a partner.
Send us the LLP identification number, the date of incorporation and the last year anything was filed. We will tell you how many years are open and which forms each one needs before quoting anything, then prepare and file both forms year by year, oldest first, and hand back every acknowledgement and challan in one place.
Where each provision on this page was read. The statute is the Limited Liability Partnership Act, 2008 and every section below was opened rather than written from recollection — which mattered more than usual here, because one of them has been replaced. Section 35(1) requires every limited liability partnership to file an annual return duly authenticated with the Registrar within sixty days of closure of its financial year, and section 35(2) makes the limited liability partnership and its designated partners liable, on failure, to a penalty of one hundred rupees for each day during which such failure continues, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every designated partner. Section 34(2) requires a Statement of Account and Solvency to be prepared within six months from the end of each financial year and to be signed by the designated partners; section 34(3) requires it to be filed with the Registrar within the prescribed time; section 34(4) requires the accounts to be audited in accordance with such rules as may be prescribed, with a proviso permitting the Central Government to exempt any class of limited liability partnerships by notification; and section 34(5) carries the same penalty structure as section 35(2), on the limited liability partnership and its designated partners, at one hundred rupees for each day of continuing failure with the same maxima. Section 69, as substituted by the Limited Liability Partnership (Amendment) Act, 2021 with effect from 1 April 2022, provides for an additional fee as may be prescribed in addition to the fee payable for filing, provides that a document or return filed after the due date is without prejudice to any other action or liability under the Act, and expressly permits a different fee or additional fee to be prescribed for different classes of limited liability partnerships. The earlier version of that section, which fixed one hundred rupees for every day of delay for filings up to three hundred days, no longer stands. Section 2(1)(ta) defines a small limited liability partnership by reference to a contribution not exceeding twenty-five lakh rupees, or such higher amount not exceeding five crore rupees as may be prescribed, and a turnover as per the Statement of Accounts and Solvency for the immediately preceding financial year not exceeding forty lakh rupees, or such higher amount not exceeding fifty crore rupees as may be prescribed. Section 76A, inserted by the same amending Act, provides that where the person liable is a small limited liability partnership or a start-up limited liability partnership the penalty shall be one-half of that specified, subject to a maximum of one lakh rupees for the limited liability partnership and fifty thousand rupees for every partner, designated partner or other person. The 2021 amending Act also moved a group of provisions, including sections 34 and 35, from criminal prosecution to monetary penalties determined by in-house adjudication, while leaving fraud-related offences as offences.
What this page deliberately does not do. It prints no late fee, no per-day additional fee, no audit threshold and no table of amounts, for the reason given above in its own section: the Act delegates those figures to rules and expressly contemplates different figures for different classes of limited liability partnership, so a number printed here would be read as a quotation and would be wrong for a large share of readers. It gives no view on whether any particular limited liability partnership requires an audit, which turns on its own figures and is a question for a chartered accountant. It forms no view on solvency and does not produce or verify the figures that go into the Statement of Account and Solvency. It does not advise anybody whether to keep a dormant limited liability partnership alive or close it. And it does not tell anybody what their total liability will be, because the fee component is set by somebody else and changes.
Neighbouring work on this site. Company annual filing — the registry calendar, the forms a company files, disqualification and the consequences of a long default — is dealt with at length on our ROC annual filing page, including the section there on how the limited liability partnership position differs; that discussion belongs there and has not been rewritten here. Setting a limited liability partnership up in the first place is LLP registration, and the comparison with other structures is covered on our private limited company and partnership deed pages.
A company is not an LLP on this point. Partner changes in an LLP are filed; shareholding changes in a company are entered in a register the company keeps itself, and nobody checks it until somebody needs it. If you run both structures, do not carry the habit across. See share transfer documentation.
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