How is a Limited Liability Partnership incorporated under the LLP Act 2008?

Question

I want to start an LLP with two partners for a consulting business and want to know the registration steps under Indian law. I have been reading conflicting things online and I would like to understand what Indian law actually says about this, which Act and Section applies, what the realistic timelines and costs are, and what I should be doing right now to protect my position. If the matter can be resolved without litigation I would prefer that route, but I want to know what my rights are before I agree to anything or sign any document.

MyVakeel Legal Desk · Accepted Answer

How is a Limited Liability Partnership incorporated under the LLP Act 2008? is governed in India primarily by Limited Liability Partnership Act 2008, Section 11, Limited Liability Partnership Act 2008, Section 12 and Limited Liability Partnership Act 2008, Section 23. The short answer is set out below, followed by the practical steps most people in this situation need to take. Read it alongside the specific provisions named, because the exact relief available to you turns on the facts you can prove on paper.

Section 11 of the LLP Act 2008 requires at least two partners to subscribe to the incorporation document filed with the Registrar in the prescribed form.

Section 12 mandates that the Registrar issue a certificate of incorporation once satisfied that the incorporation document and statement of compliance are in order.

Every LLP must have at least two designated partners, at least one of whom must be resident in India, responsible for statutory compliance under the Act.

Section 23 requires partners to execute an LLP agreement governing mutual rights and duties, failing which the default provisions in Schedule I of the Act apply.

An LLP has a separate legal identity distinct from its partners and its liability is limited to its contribution, protecting partners from personal liability beyond agreed contribution.

What to do next: 1) Obtain DSC and DIN or DPIN for all designated partners; 2) Reserve the LLP name using the RUN-LLP service; 3) File the FiLLiP incorporation form with subscriber and address proofs; 4) Draft and file the LLP agreement within 30 days of incorporation.

If the other side has already issued a notice, filed a case or set a deadline, treat the matter as time-sensitive — most remedies under Limited Liability Partnership Act 2008, Section 11 carry limitation periods, and a delay you cannot explain weakens an otherwise strong case. You can post the details on the MyVakeel forum for a practising advocate to review, or book a paid consultation with a Bar Council verified lawyer in this practice area.