
Registered Office vs Principal Place of Business: Key Legal Differences
Business addresses often seem straightforward until formal documentation begins.
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A balanced structure that gives partners limited liability and a companyโs separate legal existence, with far less compliance. Over 10,000 startup and MSME owners trust LegalWiz.in to register their business and keep it compliant with the law.
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What a Limited Liability Partnership is, who it suits, and why founders choose LegalWiz.in to register one.
A Limited Liability Partnership, or LLP, is a balanced structure that offers the benefits of a conventional partnership firm alongside those of a company. It is governed by the Limited Liability Partnership Act, 2008.
It keeps the structured roles and lower compliance of a partnership while adding the two things a partnership cannot give you: limited liability for the partners, and a separate legal existence that continues regardless of who the partners are. That combination is why LLP registration is popular with services and professional firms, including chartered accountants, company secretaries, management consultancies and recruitment businesses.
Transferring ownership and issuing employee stock options are both harder in an LLP than in a company. If you are a high-growth startup seeking external funding, a Private Limited Company is usually the better fit.
What is a Limited Liability Partnership?Watch the explainerEverything below is handled by your relationship manager and the filing team. You supply the documents once and approve the drafts.
Government fees and stamp duty are charged at actuals. Stamp duty on the LLP agreement is calculated on the total contribution and varies by state.
A name that is not already a registered company, LLP or trademark stands a far better chance of approval, and gives the business a distinct identity.
The name should clearly communicate what the business actually does.
The name of a registered LLP must end with LLP or Limited Liability Partnership.
An LLP is a separate legal identity, so a partnerโs liability is restricted to the contribution agreed in the LLP agreement. One partner is not held responsible for another partnerโs negligence or misconduct.
The LLP agreement sets out the operating structure and each partnerโs rights and duties. Designated partners run the day-to-day business, and members can be individuals or existing businesses.
The LLP can contract with other businesses, take legal action, own assets and borrow in its own name. It continues in perpetuity, regardless of a change of partners.
There is no mandatory audit until turnover or contribution crosses a threshold, and the board and statutory meeting rules that apply to companies do not apply here. Professional help is cheaper to buy as a result.
An LLP sits between a partnership firm and a company. Compare it against the other four structures before you commit.
| Attribute | Limited Liability Partnership | Private Limited Company | One Person Company | Partnership Firm | Proprietorship Firm |
|---|---|---|---|---|---|
| Setting it up | |||||
| Applicable law | LLP Act, 2008 | Companies Act, 2013 | Companies Act, 2013 | Indian Partnership Act, 1932 | No specified Act |
| MandatoryMust be registered with the MCA under the LLP Act | MandatoryMust be registered with the MCA under the Companies Act | MandatoryMust be registered with the MCA under the Companies Act | OptionalCan be registered or unregistered, though there are clear benefits to registering with the State ROF | Not requiredMSME or GST registration is treated as valid proof for a proprietor firm | |
| 2 to unlimitedMinimum 2 designated partners, no cap on the total | 2 to 200Excluding present or former employees who are members | Only 1A single shareholder | 2 to 50Minimum 2 partners, maximum 50 | Only 1The proprietor is the sole owner | |
| AllowedUnder RBI and FEMA rules, usually via the automatic route | AllowedUnder RBI and FEMA rules, usually via the automatic route | Not allowedMember, nominee and director must be Indian residents | AllowedAn NRI can be a partner, subject to RBI regulations | Not allowedA foreign national cannot own a proprietorship business in India | |
| What you are liable for | |||||
| YesCan enter contracts and own assets in its own name | YesCan enter contracts and own assets in its own name | YesCan enter contracts and own assets in its own name | NoThe firm has no identity separate from its partners | NoProprietor and business are the same, and share one PAN | |
| LimitedLimited to the contribution agreed in the LLP agreement | LimitedLimited to the share capital subscribed, unless the MOA defines it otherwise | LimitedLimited to the share capital subscribed | UnlimitedPartners are jointly and severally liable for the debts | UnlimitedClearing the firmโs liabilities is the proprietorโs job | |
| YesA change of partners does not affect the LLP | YesSurvives a change of ownership or management | YesBut it can only ever have one owner | NoA change of partner dissolves or reforms the firm | NoDeath or insolvency of the proprietor ends the business | |
| YesBy consent of the other partners, via a supplementary deed | YesShares transfer easily, which is why external investors prefer it | Restricted100% of shares must move to change the single owner | RestrictedThe partnership deed sets out the restrictions | NoA proprietorship cannot be transferred | |
| What it costs you every year | |||||
| As applicableRequired once turnover crosses โน40 lakh or contribution crosses โน25 lakh | MandatoryAn auditor must be appointed within 30 days | MandatoryAn auditor must be appointed within 30 days | Not mandatoryTax audit applies based on turnover | Not mandatoryTax audit applies based on turnover | |
| High30% on business profits, with tax-efficient distribution to partners | Moderate25% for companies with turnover up to โน400 crore | Moderate25% for companies with turnover up to โน400 crore | High30% on business profits | LowTaxed at the proprietorโs individual income tax slab | |
| ModerateAnnual filing plus a few event based filings, lighter than a company | HighThe heaviest of the five, both annual and event based | HighSimilar to a company, without an AGM | LowAn annual ITR, and little else | LowNo separate ITR, and very little else | |
| Next step | Get started | Know more | Know more | Know more | Know more |
Swipe the table sideways, Limited Liability Partnership stays in view. Open any attribute to read the detail behind all 5 answers.
Scanned copies are enough to begin, and your relationship manager will tell you if anything needs to be re-shared in a clearer format. For an NRI or a foreign national, the partnerโs documents must be notarised or apostilled.
For all partners. A foreign national may provide a passport instead.
Aadhaar card, voter ID, passport or driving licence of every partner.
A recent passport size photograph of every partner.
The latest electricity bill or telephone bill for the registered office address.
A no objection certificate from the owner of the registered office premises.
The rent agreement for the registered office, where the premises are rented.
Step 01
Step 02
Step 03
Subject to government processing time.
A typical incorporation runs to 15 to 18 working days. Here is where that time goes.
2 of 18 working days
3 of 18 working days
5 of 18 working days
4 of 18 working days
4 of 18 working days
Subject to government processing time and MCA turnaround.
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No. There is no minimum amount prescribed to form an LLP in India, and it can be started with whatever capital the business needs.
Every partner must still make a financial contribution. The amount is disclosed in the LLP agreement, and the stamp duty payable on that agreement is calculated on the total contribution.
The name is reserved through a web form called LLP-RUN, which stands for Reserve Unique Name. Partners may propose up to two names in order of preference, and one is reserved.
The registrar can ask for a fresh application with different names if the proposals are not unique, are not relevant to the business, or do not meet the naming requirements.
There is no restriction on citizenship or residential status for being a partner. The LLP Act, 2008 allows foreign nationals, foreign companies and foreign LLPs to form an LLP in India.
The conditions are that at least one designated partner must be resident in India, that a partner must be at least 18 years old so they are competent to contract, and that a proposed designated partner holds a DIN.
A Director Identification Number is a unique number the Ministry of Corporate Affairs issues to an individual. It allows that person to be a director of a company or a designated partner of an LLP.
The separate DPIN, or Designated Partner Identification Number, has been replaced by the DIN for LLP incorporation. The application is made along with the incorporation application in FiLLiP, for a maximum of two DINs.
A DSC is a token issued by a certified authority. It is the electronic signature used to file forms with the MCA.
Any form filed to incorporate an LLP must carry the digital signature of a designated partner, so a DSC is procured before the filings begin.
Yes. The partners must provide a place of business in India along with the required address documents. It can be residential or commercial premises.
In most cases the address is used by the MCA and other authorities for communication, and it is published on the Ministryโs portal.
The LLP agreement is executed by all the partners after incorporation. It sets out every clause governing the business, including the rights, roles, duties and responsibilities of the partners.
It must be filed with the MCA within 30 days of the Certificate of Incorporation being issued. Filing late attracts an additional fee of โน100 per day until it is filed.
Stamp duty is calculated on the total capital contribution stated in the agreement, and the rate varies from state to state. The State Stamp Act that applies is the one for the state where the registered office is situated.
Notarising the agreement is not a statutory requirement and the MCA does not ask for it. A bank may ask for a notarised copy, but it is not needed to incorporate the LLP.
Yes, as long as the activities are related or in the same field. They are stated in the LLP agreement and must be approved by the registrar.
Unrelated activities cannot be combined. Interior design and legal consultancy, for example, cannot be carried on under the same LLP.
No. One of the essential requirements for setting up an LLP is carrying on a lawful business with a view to profit, so an LLP cannot be incorporated for not-for-profit activities.
A Section 8 Company is the structure intended for that purpose.
The PAN and TAN are applied for once the Certificate of Incorporation has been issued.
The physical PAN card is delivered to the registered office once the Income Tax Department dispatches it.
It depends on the size of the LLP. A statutory audit by an eligible auditor is required once turnover exceeds โน40 lakh, or the capital contribution exceeds โน25 lakh.
Below both thresholds there is no statutory audit requirement, which is one of the main reasons an LLP costs less to maintain than a company.
Three things, in order:
Yes, a body corporate can be a partner in an LLP.
It cannot itself be a designated partner, so to meet the minimum of two designated partners either two individual partners take those roles, or the body corporate nominates an individual to act on its behalf.
Yes. FDI is allowed in an LLP under the automatic route, in the sectors where it is permitted.
Foreign institutional investors and foreign venture capital investors are not permitted to invest in an LLP, and an LLP cannot raise external commercial borrowings.
Yes. An existing partnership firm, and an unlisted company, can both be converted into an LLP.
Converting a partnership firm into an LLP is the more common of the two, because it gives the existing partners limited liability and a separate legal identity without starting a new business.