Registration of Particulars for Foreign Limited Liability Partnership (FLLP)

A Foreign Limited Liability Partnership (FLLP) is an LLP incorporated outside India that establishes a place of business in India. To carry on operations in India, it must register its particulars with the Registrar of Companies under Section 59 of the LLP Act 2008 read with Rule 34 of the LLP Rules 2009. Registration is effected by filing Form 27 within 30 days of establishing a place of business in India, supported by apostilled / consularised constitutional documents and a list of partners and authorised representatives.

Once registered, the FLLP must continue to file Form 28 for any alterations in its constitution, partners, or principal place of business, and Form 29 as its annual return — alongside compliance under FEMA, the Income Tax Act, and sectoral regulators. Our secretarial practice services for FLLP registration cover the full chain — entry-mode advisory, document apostilling and translation, authorised representative on-boarding, Form 27 filing, FEMA / RBI alignment, GST / PAN setup, and ongoing FLLP compliance for FY 2026–27.

Sec 59
LLP Act 2008 Provision
Form 27
FLLP Registration E-Form
30 Days
From Place-of-Business Setup
Form 29
Annual Return for FLLPs
Laws & Forms We Work With
LLP Act 2008
Sec 59 – Foreign LLP
LLP Rules 2009
Rule 34
Form 27
Form 28
Form 29
Form 31 (Cessation)
FEMA / FDI Policy
RBI Master Directions
Apostille / Hague Convention
Income Tax Act
MCA V3 Portal

FLLP Registration Routes We Handle

First-Time Setup

Initial FLLP Registration

End-to-end registration of a foreign LLP establishing its first place of business in India — Form 27 with apostilled constitutional documents and authorised representative on-board.

  • Sec 59 compliance
  • Apostilled charter docs
  • Form 27 filing (30 days)
  • Authorised representative
  • Indian principal address
  • FEMA / sectoral check
Branch / PoB

Branch / Place-of-Business Mode

FLLP entry through a branch / place of business rather than incorporating an Indian entity — suited for project execution, professional services, or trading representation.

  • Branch / PoB analysis
  • RBI approval (where required)
  • Form 27 + annexures
  • FEMA branch route
  • Tax-residency mapping
  • Compliance calendar
Alteration

Form 28 Alterations

Filing of Form 28 for any alteration in constitution of the FLLP, change of partners, address of principal place of business outside India, or authorised representative.

  • Sec 59 alteration
  • Form 28 filing
  • Apostilled board resolution
  • Updated partner list
  • Address-change updates
  • 30-day window
Annual Return

Form 29 Annual Filing

Annual return of FLLP filed in Form 29 — replacing Form 11 for Indian LLPs — capturing parent-LLP data, India operations, and authorised-representative confirmations.

  • Form 29 filing
  • Parent-LLP financials
  • India operations data
  • Authorised rep sign-off
  • FEMA / IT alignment
  • Compliance trail
Cessation

Form 31 Cessation of PoB

Closure of FLLP's Indian place of business — Form 31 cessation filing with apostilled board resolution, India-side closures (GST, PAN, bank), and master-data closure.

  • Form 31 cessation
  • Apostilled board approval
  • India operations closure
  • GST / PAN surrender
  • Bank closure
  • FEMA exit alignment
Conversion

FLLP to Indian Entity

Strategic transition from FLLP to a fully owned Indian subsidiary or LLP — staggered structure with FEMA, tax, and contractual continuity for the India business.

  • Entry-mode advisory
  • Indian incorporation
  • Asset / employee transfer
  • Contract novation
  • Tax-event mapping
  • FLLP wind-down

Key Concepts in FLLP Registration

Sec 59

Foreign LLP Recognition

Empowers the Central Government to make rules for foreign LLPs to establish a place of business in India and to register their particulars with the ROC.

Mandatory PoB Trigger
Form 27

Registration of Particulars

The core e-form for FLLP registration — captures parent-LLP details, jurisdiction of incorporation, partners, authorised representatives, and Indian principal address.

MCA V3 DSC Filing
30-Day Rule

Filing Window

Form 27 must be filed within 30 days of the FLLP establishing its place of business in India — late filing attracts additional fees and queries.

30 Days From PoB Date
Apostille

Document Authentication

Foreign-issued constitutional documents must be apostilled (Hague Convention countries) or consularised by the Indian embassy and translated into English.

Hague Consularisation
Authorised Rep

India Representative

Every FLLP must appoint at least one authorised representative resident in India, who accepts service of notices and process on behalf of the FLLP.

Resident India
Annual Return

Form 29 Filing

FLLPs file Form 29 annually — capturing parent-LLP financials, India operations, and continuity of authorised representative — distinct from Form 11 used by Indian LLPs.

Annual Form 29
FEMA

Foreign Exchange Compliance

FLLP operations are governed by FEMA, RBI Master Directions, and the FDI Policy — with sectoral cap, pricing, and reporting requirements (FCGPR / FCTRS / FLA).

RBI FDI Policy
Form 31

Cessation of Business

When the FLLP ceases its place of business in India, it must file Form 31 with the ROC — supported by closure of GST, PAN, and Indian banking operations.

Cessation India Exit

Our FLLP Registration Services

01

Entry-Mode Advisory

Comparative analysis of FLLP vs Indian subsidiary vs project office vs liaison office — picking the right entry mode for tax, FEMA, and operational efficiency.

02

Document Apostille & Translation

Coordination of apostille / consularisation of FLLP charter documents in the home country and certified English translation acceptable to MCA / ROC.

03

Authorised Representative On-Boarding

Identification, appointment, and on-boarding of an India-resident authorised representative, with consent letter, ID / address proof, and DSC procurement.

04

Form 27 Filing

End-to-end Form 27 preparation on MCA V3 — parent-LLP particulars, jurisdiction, partners, India address, authorised rep, attachment pack, and SRN tracking.

05

Indian Principal Address

Setting up the FLLP's principal place of business address in India — lease / virtual-office arrangement, owner NOC, utility bills, and signage compliance.

06

FEMA / RBI Coordination

Mapping of FEMA-permissible activities, sectoral cap check, RBI Master Direction compliance, and pre-launch RBI approvals where required.

07

PAN / TAN / GST Setup

Procurement of PAN and TAN for the FLLP in India, GST registration, professional tax, and other state-level statutory registrations as applicable.

08

Form 28 Alteration Filings

Filing Form 28 for any alteration in constitution, partner list, principal address, or authorised representative within the 30-day statutory window.

09

Form 29 Annual Return

Drafting and filing of annual Form 29 — covering parent-LLP financials, India operations, and authorised-rep confirmations to keep ROC standing active.

10

FLA / FCGPR Compliance

Annual FLA return to RBI, FCGPR / FCTRS for inflows / outflows, and reconciliation with audited statements for the India arm of FLLP operations.

11

Form 31 Cessation

End-to-end FLLP exit — Form 31 filing, GST / PAN closure, bank account closure, lease termination, FEMA exit alignment, and ROC master-data closure.

12

Compliance Calendar & MIS

Year-round compliance calendar for the FLLP, MIS for parent-LLP reporting, and an audit-ready compliance file for India operations.

When You Need FLLP Registration Support

India Market Entry

Foreign LLP planning India market entry through a place of business, branch, or representative office — needs Form 27 within 30 days of establishment.

Project / Contract Execution

Foreign LLP executing a project or contract with an Indian counterparty requiring local registration, GST, and statutory presence.

Service Exports to India

Cross-border professional services delivered into India that warrant a registered place of business and authorised representative on record.

Sectoral Approval Linked

Activities involving sectoral approvals (defence, telecom, pharma, financial services) — FLLP registration coupled with RBI / sectoral approvals.

FLLP Constitution Change

Any change in parent-LLP constitution, partners, or authorised representative — Form 28 to be filed within 30 days of the change.

Annual Compliance Cycle

Form 29 annual return falling due — needs careful drafting with parent-LLP financials and India-operations data for ROC compliance.

Exit / Wind-Down

FLLP planning to wind down India operations — Form 31 cessation supported by GST / PAN / bank closure and FEMA exit alignment.

Conversion to Indian Entity

FLLP scaling India operations and converting to a wholly owned Indian subsidiary or LLP — staggered transition needing structured support.

Documents Needed for FLLP Registration

Parent-LLP Records

  • Certificate of Incorporation
  • LLP Agreement / Charter
  • List of partners (apostilled)
  • Financials (last year)
  • Board / partner resolution
  • Power of attorney
  • Apostille / consularisation

India-Side Pack

  • Authorised rep ID / address
  • Authorised rep consent
  • Indian principal address proof
  • Owner NOC + utility bill
  • DSC of authorised rep
  • English translations
  • Photographs of premises

Filings & Approvals

  • Form 27 application
  • MCA fee challan
  • SRN acknowledgement
  • RBI approval (if applicable)
  • PAN / TAN allotment
  • GST registration certificate
  • Final FLLP record print

Our Engagement Process

1

Entry-Mode & Diagnostic

Comparative entry-mode analysis, sectoral / FEMA check, document inventory of parent-LLP, and timeline + cost mapping for FLLP registration.

2

Document Apostille & Pack

Coordination of apostille / consularisation in the home country, certified English translations, and consolidation of the Indian-side documentation pack.

3

Authorised Rep & Address

Authorised representative on-boarding, DSC procurement, Indian principal-address setup, owner NOC, and lease / virtual-office arrangement.

4

Form 27 Filing

End-to-end Form 27 filing on MCA V3, DSC affixation, fee payment, SRN tracking, and ROC approval follow-through with PUCL handling if needed.

5

Post-Registration Setup

PAN / TAN / GST registration, bank account opening, FEMA / RBI alignment, and a forward compliance calendar (Form 28 / 29) for the FLLP.

Why Choose Us for FLLP Registration

End-to-end Form 27 specialists
Entry-mode advisory expertise
Apostille / consularisation support
Authorised rep on-boarding
FEMA / RBI alignment
PAN / GST / bank setup
Form 28 / 29 / 31 capable
Exit & conversion planning

FAQs on FLLP Registration of Particulars

What is a Foreign LLP (FLLP)?
An LLP incorporated outside India that has established a place of business in India.
Which section governs FLLP registration?
Section 59 of the LLP Act 2008 read with Rule 34 of the LLP Rules 2009.
Which form is filed for FLLP registration?
Form 27 with the ROC, within 30 days of establishing a place of business in India.
Is an authorised representative mandatory?
Yes — an India-resident authorised representative must be appointed to accept service of notices.
Are foreign documents to be apostilled?
Yes — apostilled (Hague countries) or consularised by the Indian embassy with English translations.
Which form is filed for alterations?
Form 28 — for changes in constitution, partners, principal address, or authorised representative.
Is an annual return required?
Yes — Form 29 is the annual return for FLLPs, distinct from Form 11 used by Indian LLPs.
Does FEMA apply to FLLP operations?
Yes — FEMA, RBI Master Directions, and the FDI Policy govern permissible activities and reporting.
How is FLLP cessation in India done?
By filing Form 31 along with closure of GST, PAN, bank, and Indian operational facilities.
How long does FLLP registration take?
Typically 4–8 weeks, including apostille, document preparation, and ROC processing.

Particulars Filed. Authorised Rep Onboarded. India Operations Ready.

Partner with our secretarial-practice specialists for end-to-end FLLP registration — entry-mode advisory, apostilled document pack, Form 27 filing, FEMA / PAN / GST setup, and ongoing FLLP compliance for FY 2026–27.

Talk to an FLLP Registration Expert