A startup registered as a Limited Liability Partnership (LLP) has a lighter compliance load than a private limited company, but its first year still has fixed deadlines. Within 30 days of incorporation, file the LLP agreement in Form 3, and from day one keep the partner registers and beneficial-interest records that MCA has required since 2023.
Alongside those, set up PAN, TAN, a bank account and records of partner contributions. Register for GST and local taxes where needed, keep proper books, and deduct TDS, including the 10% TDS on partner remuneration and interest above ₹20,000 that applies from 1 April 2025. After the first financial year, file Form 11 by 30 May and Form 8 by 30 October, with an audit if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh, and file the income-tax return under the Income-tax Act, 2025. This guide from Casela Advisors, a firm of Chartered Accountants in Andheri East, Mumbai, sets out the ten steps in order. For startups registered as private limited companies, see the companion checklist for private limited companies.
Key takeaways
- The LLP agreement comes first. File it in Form 3 within 30 days of incorporation, and file Form 4 within 30 days of any partner change.
- Two annual forms, two fixed dates. Form 11 by 30 May and Form 8 by 30 October each year, with an additional fee of ₹100 per day for delays.
- Audit only above the small-LLP limits. A statutory audit is needed if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
- Partner payments now carry TDS. 10% TDS applies to partner salary, remuneration, commission, bonus and interest above ₹20,000 a year, from 1 April 2025.
- Ownership records apply from the start. The register of partners, beneficial-interest declarations and SBO filings in Form LLP BEN-2 are not optional for new LLPs.
- Startup India is open to LLPs. LLPs can seek DPIIT recognition and, with approval, the startup profit deduction now in section 140 of the Income-tax Act, 2025.
01What Are the 10 Must-Dos for an LLP Startup?
The ten must-dos fall into three phases: what to complete in the first 30 days after incorporation, what to run every month and quarter during the year, and what to file once the first financial year ends. The cards below group them, and the steps that follow explain each one.
First 30 days
Steps 1 to 3: file the LLP agreement, set up PAN, TAN, bank and contribution records, and open the partner and beneficial-interest registers.
During the year
Steps 4 to 8: GST and local registrations, books from day one, TDS including partner payments, partner remuneration planning and advance tax.
After year-end
Steps 9 and 10: audit where required, Form 11 by 30 May, Form 8 by 30 October, the income-tax return and designated partner KYC.
1. File the LLP agreement within 30 days
The LLP agreement sets out partners' contributions, profit-sharing, remuneration, interest, decision-making and exit terms. It must be filed with the Registrar in Form 3 within 30 days of incorporation; late filing attracts additional fees. If no agreement is filed, the default terms in the First Schedule to the LLP Act, 2008 apply, which rarely suit a startup. Draft remuneration and interest clauses carefully, because they affect what the LLP can deduct for tax, and remember that the agreement must be stamped as required by the law of the state where it is executed.
2. Set up PAN, TAN, bank account and contribution records
The LLP receives its PAN and TAN with incorporation. Open a bank account in the LLP's name, bring in the agreed contributions and record them in the books and partners' capital accounts, keeping evidence of each partner's contribution. Contribution in kind, such as equipment or intellectual property, should be valued and documented, since the total contribution is one of the two tests for audit in step 9.
3. Maintain the register of partners and beneficial-interest records
Since October 2023, LLPs must maintain a register of partners and record declarations where a partner holds a contribution on behalf of someone else, using Forms 4B and 4C. Under the LLP (Significant Beneficial Owners) Rules, 2023, the LLP must identify any significant beneficial owner, obtain a declaration in Form LLP BEN-1, file Form LLP BEN-2 with the Registrar within 30 days and keep a register in Form LLP BEN-3. Where a partner is a company or a foreign entity, trace the individuals behind it before concluding that no significant beneficial owner exists.
4. Register for GST and local taxes
Register for GST when turnover crosses the threshold (₹20 lakh for most service providers), or earlier if you make inter-state supplies of goods or clients require it. Check state requirements, such as Maharashtra professional tax enrolment for the LLP and registration as an employer, and shops and establishments registration.
| Registration | When it is needed | Status |
|---|---|---|
| PAN and TAN | Issued with incorporation | Automatic |
| GST | Turnover above ₹20 lakh for most services, inter-state supply of goods, or client requirement | Threshold based |
| Professional tax enrolment (PTEC) | For the LLP itself, in Maharashtra | State law |
| Professional tax registration (PTRC) | When the LLP employs staff | State law |
| Shops and establishments | For the place of business, under state law | State law |
5. Keep proper books from day one
The LLP Act requires books of account on a double-entry basis, kept at the registered office. Use accounting software, reconcile the bank monthly and keep invoices and contracts organised; Form 8 and any audit will depend on them. A monthly close with partner capital, TDS and GST reconciled is far easier than rebuilding a year of records in October. Our accounting and tax compliance and financial reporting and MIS pages describe how this routine can be set up.
6. Deduct TDS, including on partner payments
Deduct and deposit TDS on salaries, rent, professional fees and contractor payments. From 1 April 2025, the LLP must also deduct 10% TDS on salary, remuneration, commission, bonus and interest paid or credited to a partner if the total exceeds ₹20,000 in the year, at the earlier of credit or payment. Capital withdrawals are not covered. Deposit TDS by the 7th of the following month (30 April for March) and file quarterly TDS statements by 31 July, 31 October, 31 January and 31 May.
| Payment to partner | TDS at 10%? | Note |
|---|---|---|
| Salary, remuneration, commission, bonus | Yes | If the total for the year exceeds ₹20,000. |
| Interest on capital | Yes | Counted in the same ₹20,000 total. |
| Share of profit | No | Exempt in the partner's hands. |
| Withdrawal from capital account | No | Not a payment of income. |
Interest, late fees and penalties for TDS defaults apply to an LLP in the same way as to a company. For the mechanics of returns and certificates, see our TDS return filing service, the guide to Form 26Q and our note on TDS and tax liability in India.
7. Plan partner remuneration and interest within tax limits
An LLP can deduct remuneration to working partners and interest on partners' capital only if the LLP agreement authorises them and they stay within the limits set by income-tax law; amounts above the limits are disallowed. Set the amounts after estimating book profit, and review them before year end.
| Item | Maximum deductible for the LLP |
|---|---|
| Remuneration — first ₹6 lakh of book profit, or a loss | ₹3 lakh or 90% of book profit, whichever is higher |
| Remuneration — balance of book profit | 60% of the balance |
| Interest on partners' capital | Simple interest up to 12% a year |
Remuneration is deductible only for working partners who are individuals, and only for periods after the agreement provides for it. The limits above are under the Income-tax Act, 1961; confirm the corresponding provision and any change under the Income-tax Act, 2025 before fixing amounts for tax year 2026-27.
8. Pay advance tax
An LLP pays tax at 30% plus applicable surcharge and 4% cess. If its tax liability for the year will be ₹10,000 or more, it must pay advance tax in four instalments. Partners' share of profit is exempt in their hands, so planning at the LLP level matters. A periodic tax health check helps estimate the instalments accurately.
| Due date | Cumulative share of tax for the year |
|---|---|
| 15 June | 15% |
| 15 September | 45% |
| 15 December | 75% |
| 15 March | 100% |
9. File Form 11, Form 8 and any audit on time
Every LLP must file two annual forms with the Registrar, even in a year with little or no activity. Form 11 reports partners, contributions and designated partner details; Form 8 contains the solvency declaration and the financial statements. The accounts must be audited first if the LLP crosses either of the small-LLP limits.
| Filing | Content | Due date |
|---|---|---|
| Form 11 (annual return) | Partners, contributions and designated partner details | 30 May after the end of the financial year |
| Form 8 (statement of accounts and solvency) | Solvency declaration and financial statements | 30 October after the end of the financial year |
| Statutory audit | Required if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh | Before Form 8 is filed |
| Late filing | Additional fee of ₹100 per day for each form | Runs until filed |
If your LLP was incorporated in FY 2025-26, its first Form 8 for that year is due on 30 October 2026. The ₹100-per-day additional fee starts the next day and keeps running until the form is filed.
10. File the income-tax return and keep KYC current
File the LLP's income-tax return, with a tax audit if turnover crosses the income-tax audit threshold. For an LLP formed in FY 2026-27, this is the first return for tax year 2026-27 under the Income-tax Act, 2025; if last year's pattern holds, the due date will be 31 August 2027 without audit and 31 October 2027 with audit. Keep designated partners' identification and KYC details current: from 31 March 2026, MCA replaced annual director KYC with a simpler KYC once every three years. The full range of tax and MCA support is listed on our services page.
Requirements depend on the LLP's activities, turnover, state of operation and any foreign partners or investment. This article is general information, not professional advice; confirm each requirement with a Chartered Accountant or Company Secretary.
02Can an LLP Get Startup India Benefits?
Yes. LLPs are eligible for recognition by the Department for Promotion of Industry and Internal Trade (DPIIT) as startups, subject to age, turnover and innovation conditions. Under the revised framework notified in February 2026, an entity generally qualifies for up to 10 years from incorporation, provided its turnover has not exceeded ₹200 crore in any financial year, with separate, more generous limits for deep tech startups.
Recognised LLPs incorporated before 1 April 2030 can apply for the startup profit deduction of 100% of profits for three consecutive years out of their first ten, now in section 140 of the Income-tax Act, 2025 (formerly section 80-IAC), with Inter-Ministerial Board approval. Check whether alternate minimum tax applies when claiming the deduction. Our Startup India registration page explains the recognition process, and the official criteria are on the Startup India portal.
03Should a Startup Choose an LLP or a Private Limited Company?
An LLP suits founders who want limited liability with lighter compliance and no second layer of tax on distributions, while a private limited company suits startups that plan to raise equity, issue ESOPs or bring in venture capital. The table compares the points that matter most in the first year.
| Point | LLP | Private limited company |
|---|---|---|
| Annual MCA filings | Form 11 and Form 8 | AOC-4, MGT-7 and event-based forms |
| Audit | Only above limits ₹40 lakh turnover or ₹25 lakh contribution | Always required |
| Tax on profit | 30% plus surcharge and cess; share of profit exempt for partners | 22% to 30% plus surcharge and cess; dividends taxed for shareholders |
| Fundraising and ESOPs | No shares or ESOPs; harder for venture capital | Shares, ESOPs and investor-friendly structure |
| Foreign investment | Allowed only in sectors with 100% automatic route and no FDI-linked conditions | Allowed under FDI rules for the sector |
Founders with foreign partners or overseas investors should read our guide to FEMA compliance in India before choosing, and those considering a later conversion or fresh capital should understand how the business will be valued, as set out in our business valuation guide.
04What Should LLP Founders Watch Into 2027?
The first full year under the Income-tax Act, 2025 and continuing MCA changes mean several points are still settling. Keep an eye on the following:
- 1New ITR forms and due dates. The first ITR forms and due dates under the Income-tax Act, 2025, including how the partner-TDS and partner-remuneration rules are numbered.
- 2MCA form and KYC changes. Revisions to LLP forms on the MCA portal and how the three-yearly KYC process applies to designated partners.
- 3Small LLP thresholds. Any revision of the ₹40 lakh turnover and ₹25 lakh contribution limits that decide audit and other relaxations.
- 4DPIIT recognition criteria. Updates to startup recognition criteria and the approval process for the startup profit deduction.
Related guidance from Casela Advisors
First-year compliance for an LLP touches tax, MCA filings, TDS and books together. These pages cover each area in more detail.
For DPIIT recognition and the startup deduction, see Startup India registration.
For partner TDS, quarterly statements and certificates, see TDS return filing.
For books, GST and a year-round routine, see accounting and tax compliance.
For monthly reporting that feeds Form 8, see financial reporting and MIS.
For advance tax and remuneration planning, start with a tax health check.
For the complete range of tax, MCA and audit services, see our services.
Related reading from Casela Advisors
05What Are the Most Asked Questions About LLP Startup Compliance?
What must an LLP file in its first year?
The LLP agreement in Form 3 within 30 days of incorporation, the annual return in Form 11 by 30 May after the first financial year ends, the statement of accounts and solvency in Form 8 by 30 October, and the income-tax return. Event-based forms, such as Form 4 for partner changes, apply as needed.
When does an LLP need a statutory audit?
An LLP must have its accounts audited if its turnover exceeds ₹40 lakh or its partners' contribution exceeds ₹25 lakh in a financial year. Below both limits, the designated partners can certify the accounts. A separate tax audit applies above the income-tax turnover thresholds.
What is the late fee for LLP forms?
MCA charges an additional fee of ₹100 per day of delay for annual forms such as Form 8 and Form 11, and the fee keeps running until the form is filed. Missing several forms for long periods can lead to large fees and penalties, so file even if the LLP has had little activity.
Do LLPs need to deduct TDS on payments to partners?
Yes. From 1 April 2025, a firm, including an LLP, must deduct TDS at 10% on salary, remuneration, commission, bonus and interest paid or credited to a partner if the total exceeds ₹20,000 in a year. Withdrawals from the partner's capital account are not covered. The rule continues under the Income-tax Act, 2025 from tax year 2026-27, with new section numbers.
How is an LLP taxed?
An LLP pays income tax at 30% plus applicable surcharge and 4% cess on its total income. A partner's share of profit is exempt in the partner's hands, while remuneration and interest paid to partners within the permitted limits are deductible for the LLP and taxable for the partner.
What are the beneficial-interest and SBO rules for LLPs?
Since October 2023, LLPs must maintain a register of partners and record declarations of beneficial interest, using Forms 4B and 4C where a partner holds a contribution for someone else. Under the LLP (Significant Beneficial Owners) Rules, 2023, an LLP must identify its significant beneficial owners, obtain declarations in Form LLP BEN-1 and file Form LLP BEN-2 with the Registrar within 30 days.
Can an LLP startup get DPIIT recognition and the startup tax holiday?
Yes. LLPs can apply for DPIIT recognition as startups if they meet the age, turnover and innovation conditions. Recognised LLPs incorporated before 1 April 2030 can also apply for the startup profit deduction (section 140 of the Income-tax Act, 2025, formerly section 80-IAC), subject to approval and conditions.
How often do designated partners need to complete KYC?
MCA's Companies (Appointment and Qualification of Directors) Amendment Rules, 2025, effective 31 March 2026, replaced the annual DIR-3 KYC with a simpler KYC once every three years; ICAI notes the next due date for those who have already completed KYC is 30 June 2028. Confirm how this applies to designated partner identification numbers on the MCA portal.
When is the first income-tax return due for an LLP?
For an LLP formed in FY 2026-27, the first return is for tax year 2026-27 under the Income-tax Act, 2025. If the pattern set for AY 2026-27 continues, the due date will be 31 August 2027 for non-audit LLPs and 31 October 2027 for LLPs subject to audit. Confirm the dates once notified.
Should a startup choose an LLP or a private limited company?
An LLP has lighter corporate compliance and no tax on profit distributions to partners, but it is harder to raise equity funding, cannot issue shares or ESOPs, and faces some restrictions on foreign investment. Startups planning venture capital usually choose a private limited company; see the checklist for private limited companies.
For Queries on LLP Compliance
Casela Advisors, Chartered Accountants, Andheri East, Mumbai, advises startups and businesses on tax, MCA compliance and audit. If you have a question about any of the steps in this checklist, you can reach the firm using the details below.
+91 9819 000 227 · +91 9819 000 511 · info@caselaadvisors.com · caselaadvisors.com/contact-us Head Office — Suite No. 102, L1, Ashok Premises, Nicholas Road, Andheri East, Mumbai — 400069 · Monday to Saturday, 10:00 AM – 7:00 PM