Partnership Firm Registration
A Partnership Firm is a business structure where two or more individuals come together to carry on a business and share its profits or losses. Registration of a partnership firm in India is not mandatory under the Indian Partnership Act, 1932. However, registering your partnership firm offers several advantages and is highly recommended for legal and practical purposes.
Why Choose a LLP Company?
✔ Startups & Small Businesses (wanting limited liability).
✔ Professionals (CA, lawyers, architects, consultants).
✔ Family Businesses (protecting personal assets).
✔ Joint Ventures (flexible profit-sharing structure).
Advantages of an LLP
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Limited Liability – Personal assets are safe.
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Lower Compliance Burden – Fewer regulations than a company.
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Tax Benefits – Taxed at 30% (no dividend distribution tax).
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Easy to Start & Operate – No board meetings or complex formalities.
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Credibility – More trusted than a sole proprietorship or partnership.
Key Aspects of Partnership Firm Registration
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Minimum and Maximum Partners: A minimum of two partners is required. The maximum number of partners is generally 20 for regular businesses and 10 for banking businesses.
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Partnership Deed: The foundation of a partnership is a Partnership Deed, which is a written agreement outlining the terms and conditions of the partnership. While an oral agreement is possible, a written and registered deed is strongly advised to avoid future disputes.
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Registration Authority: The registration is done with the Registrar of Firms (RoF) of the state where the firm is located (in your case, Tamil Nadu).
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No Separate Legal Entity: Unlike a company or an LLP, a partnership firm does not have a separate legal existence from its partners. This means the partners are personally liable for the firm's debts.
Steps to Start a LLP Company
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Obtain DSC and DPIN: The first step involves obtaining DSC for all designated partners from a government-recognized certifying agency. Following this, apply for DPIN for all designated partners who do not have a DIN.
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Name Approval: Reserve a unique name for the proposed LLP using the RUN-LLP (Reserve Unique Name-Limited Liability Partnership) form on the Ministry of Corporate Affairs (MCA) portal. It's advisable to check the MCA portal for similar existing names before applying. You can provide up to two proposed names. The name should end with "Limited Liability Partnership" or "LLP". Once approved, the name is reserved for three months.
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Incorporation of LLP: File the FiLLiP (Form for incorporation of Limited Liability Partnership) with the Registrar of Companies (RoC) in the state where the LLP's registered office is located (in your case, Tamil Nadu). This form also allows for applying for DPIN for up to two individuals who will be appointed as designated partners and do not have one. If the name was already approved via RUN-LLP, it should be mentioned in this form.
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LLP Agreement: After the LLP is incorporated, an LLP Agreement must be drafted and filed in Form 3 on the MCA portal within 30 days of the date of incorporation. This agreement outlines the mutual rights and duties of the partners and between the LLP and its partners. It needs to be printed on stamp paper, the value of which varies by state.
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Other Registrations: After receiving the Certificate of Incorporation, the LLP should apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN). Depending on the business activities and turnover, Goods and Services Tax (GST) registration might also be required
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Documents Required:
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For Partners:
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PAN Card (mandatory identity proof)
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Address proof (Aadhaar card, Voter ID, Driving License, Passport, latest bank statement, or utility bill - not older than 2 months)
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Passport-sized photographs
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For NRIs/foreign partners, a copy of their passport, duly certified.
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For Registered Office:
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Proof of registered office address (utility bill like electricity or water bill, or property tax receipt - not older than 2 months)
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Rental agreement or lease deed, if the premises are rented.
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No Objection Certificate (NOC) from the landlord if the property is rented.
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Other Documents:
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Digital Signature Certificates (DSC) of all designated partners.
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Declaration and consent of the proposed partners (Form DIR-9).
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LLP Agreement.
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Fees: The government fees for LLP registration depend on the capital contribution:
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Up to ₹1 lakh: ₹500
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₹1 lakh to ₹5 lakhs: ₹2,000
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₹5 lakhs to ₹10 lakhs: ₹4,000
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Above ₹10 lakhs: ₹5,000
Additional costs include:
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Digital Signature Certificate (DSC) costs, which can vary.
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Stamp duty on the LLP agreement, which varies by state.
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Professional fees for drafting the LLP agreement and assistance with the registration process, which can range from ₹2,000 to ₹10,000 or more depending on the service provider and complexity.
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Name reservation fee (RUN-LLP): ₹200 per application.
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Compliance: After registration, LLPs are required to file annual returns (Form 11) and a statement of accounts and solvency (Form 8) annually with the MCA. Failure to file these within the stipulated time can result in penalties. An audit of accounts is required if the annual turnover exceeds ₹40 lakhs or the capital contribution exceeds ₹25 lakhs