Can a Foreign National Register an OPC in India? Updated Rules 2025

Jul 30, 2025
Private Limited Company vs. Limited Liability Partnerships

India is becoming an increasingly attractive destination for global entrepreneurs and investors. With a rapidly growing economy, digital-first policies, and a supportive startup ecosystem, many foreign nationals are exploring business opportunities here. However, when it comes to choosing a business structure, not all options are open to them, particularly the One Person Company (OPC). 

In this blog, we’ll explore whether a foreign national can register an OPC in India, the updated rules for 2025, and the alternatives that are available.

Table of Contents

Why Start a Business in India as a Foreigner?

India offers a compelling value proposition for global business owners:

  • Fast-growing economy: India is among the top emerging markets with consistent GDP growth.

  • Large consumer base: With over 1.4 billion people and a rising middle class, the domestic market is vast and varied.

  • Startup-friendly policies: Programs like Startup India, Make in India, and Digital India support new ventures with tax benefits, funding access, and ease of registration.

  • Improved ease of doing business: Recent reforms have simplified company incorporation, tax filing, and compliance.

  • Strategic location: India’s proximity to other Asian markets makes it a strong base for regional operations.

  • Skilled talent: A large English-speaking, tech-savvy workforce makes it easier to scale.

  • Cost-effective operations: Lower labour and operational costs compared to many developed markets.

Additionally, FDI relaxations across sectors like tech, manufacturing, and services have made India a preferred destination for companies like Amazon, IKEA, and Walmart.

Popular Business Structures for Foreigners in India

Foreign nationals looking to start a business in India can choose from a few key structures:

  • Private Limited Company (Pvt Ltd): Most preferred structure; allows 100% FDI in most sectors.
  • Limited Liability Partnership (LLP): Suitable for service businesses and professional firms; FDI permitted in select cases.
  • Liaison Office: Ideal for companies wanting to explore or represent without full operations.
  • Branch Office: Allows foreign companies to conduct full-scale business in India.
  • Project Office: Meant for foreign companies executing specific projects.

Note: One Person Company (OPC) and sole proprietorships are not allowed for foreign nationals or NRIs due to FDI restrictions.

Looking to register a business in India? Explore private limited company or LLP options with expert help today.”

Type of Company that NRIs and Foreign Nationals Can Register

While OPC is off the table, foreign nationals and NRIs can register the following:

  • Private Limited Company
  • Public Limited Company
  • Limited Liability Partnership (LLP) – subject to FDI conditions

Under automatic FDI routes, many sectors do not require prior government approval for investment. However, some sectors are still under the approval route or have FDI caps.

The Private Limited Company remains the most flexible and founder-friendly choice, especially for technology, services, and product-based businesses.

Can a Foreigner Own 100% of an Indian Company?

Yes! Foreign nationals can own 100% of equity in Indian companies, provided the business operates in a sector under the automatic FDI route. This means:

  • No need for government approval in most sectors.
  • A resident Indian director is mandatory (must stay in India for at least 182 days in a financial year).
  • Some sectors like defence, telecom, and insurance have FDI caps or require prior approvals.

Pre-requisites for Registration of a Private or Public Limited Company

Private Limited Company:

  • Minimum 2 shareholders and 2 directors
  • At least 1 Indian resident director
  • Registered office address in India
  • Digital Signature Certificate (DSC) for all directors
  • Company name approval from the MCA

Public Limited Company:

  • Minimum 7 shareholders and 3 directors
  • Other requirements same as above

For foreign nationals, documents must be apostilled or notarised as per regulatory norms.

Documents Required for Foreign Directors & Shareholders

Foreign nationals need to submit the following documents:

  • Passport (identity proof): notarised/apostilled
  • Address Proof (bank statement, utility bill, not older than 2 months)
  • Passport-size photograph
  • Digital Signature Certificate (DSC) application form, duly signed
  • Board resolution or power of attorney (in case of a foreign entity shareholder)

If applicable:

  • PAN Card (mandatory for directors earning income in India)

 Process to Register a Company in India as a Foreigner

  1. Obtain DSCs for all proposed directors
  2. Apply for name approval on the MCA portal
  3. Draft incorporation documents (MoA, AoA, declarations, etc.)
  4. File incorporation application online via SPICe+ form
  5. Receive Certificate of Incorporation from MCA
  6. Apply for:
    • PAN & TAN
    • GST Registration (if applicable)
    • Bank account in the company’s name

Note: One resident Indian director is compulsory.

Taxation for Foreign-Owned Companies in India

Companies registered in India (even if foreign-owned) are treated as domestic companies for tax purposes:

  • Corporate Tax: 25% (plus cess and surcharge) if turnover ≤ ₹400 crore

  • GST: Mandatory if turnover exceeds ₹20 lakh (or if interstate services are provided)

  • TDS: Deduction obligations apply when making payments to employees, contractors, or foreign entities

  • Transfer Pricing Regulations: Apply for transactions with foreign affiliates or holding companies

India has Double Tax Avoidance Agreements (DTAAs) with many countries to reduce tax burden.

Company Types for Foreign Nationals

Features Partnership Firm Limited Liability Partnership (LLP)
Legal Identity Not a separate legal entity A separate legal entity
Liability of Partners Unlimited Limited to the extent of the contribution
Registration Optional Mandatory under MCA
Compliance Burden Low Moderate
Perpetual Succession No Yes
Number of Partners Minimum 2, Maximum 50 Minimum 2, No Maximum
Foreign Investment (FDI) Not permitted Permitted under the automatic route

Conclusion

While foreign nationals cannot register an OPC in India due to FDI restrictions, there are multiple flexible options available with the Private Limited Company being the most recommended. With the right legal support and compliance, India offers a rich, growth-oriented environment for foreign entrepreneurs to launch and scale their ventures.

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Register your Business at just 1,499 + Govt. Fee

Register your business
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Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
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Register your One Person Company in just 1,499 + Govt. Fee

Register your business
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Register your Business starting at just 1,499 + Govt. Fee

Register your business
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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Do I need a business visa to start a company in India?

Yes, foreign nationals planning to start or manage a business in India must obtain a valid Business Visa. This visa allows you to engage in business activities, attend meetings, and oversee operations legally.

Can a foreign resident be a director of an Indian company?

Yes, a foreign resident can be appointed as a director in an Indian company. However, at least one director must be a resident Indian (i.e., has stayed in India for at least 182 days in the previous calendar year).

Can a foreigner register a Private Limited Company in India?

Yes, foreigners can register a Private Limited Company in India. 100% foreign ownership is allowed in most sectors under the automatic route, provided compliance with FEMA and FDI guidelines.

Can an NRI register an OPC in India?

No, NRIs and foreign nationals are not eligible to register a One Person Company (OPC) in India. OPCs are reserved for Indian citizens who are also residents of India.

Can a foreign citizen be a nominee in an OPC?

No, a foreign citizen cannot be appointed as a nominee in an OPC. Both the sole member and nominee must be Indian citizens and residents.

Can a foreign company do business in India without registration?

No, a foreign company must register its presence in India to conduct business legally. This can be through a subsidiary, branch office, liaison office, or project office- each with specific registration and compliance norms.

Can a foreigner become a shareholder in an Indian company?

Yes, foreign nationals can become shareholders in an Indian company. Shareholding is allowed under the FDI policy, subject to sector-specific limits and compliance with FEMA regulations.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

Read More

Related Posts

How to apply for a Digital Signature Certificate in India | Razorpay Rize

How to apply for a Digital Signature Certificate in India | Razorpay Rize

A Digital Signature Certificate (DSC) is a secure digital key issued by a trusted authority, known as a Certificate Authority (CA), that is used to authenticate the identity of individuals, organizations, or devices in the digital world.

It is a digital equivalent of a handwritten signature or a stamped seal, providing assurance of the signer's identity and the integrity of the signed document or message. In general, a DSC includes details such as name, postal code, country, email address, certificate issuance date, and the name of the certifying authority.

In this blog, we'll explore the significance of DSCs, the process of applying for them in India, and their key features.

Table of Contents

Importance of a Digital Signature Certificate

The importance of a Digital Signature Certificate (DSC) lies in its ability to provide strong authentication, integrity, and proper encryptions in digital transactions and communications.

Importance of a Digital Signature Certificate in India

Here are several key reasons why DSCs are important and why you should apply for one as a founder:

1. Authentication

  • DSCs verify the identity of individuals, organizations, or devices involved in digital transactions, ensuring that the sender is who they claim to be.

2. Integrity

  • Digital signatures created using DSCs ensure the integrity of electronic documents or messages by detecting any unauthorized changes or tampering.

3. Security

  • DSCs use strong cryptographic techniques to protect sensitive information and prevent unauthorized access.

4. Legal Recognition

  • In India, many industries and regulatory frameworks require the use of DSCs for specific types of transactions or communications to comply with security and privacy regulations.

5. Government Services

  • DSCs play an important role in the company registration process irrespective of the company type. Accessing government services, filing tax returns, or participating in e-tendering processes require digital signatures for authentication and authorization.

6. Efficiency

  • DSCs streamline digital workflows by enabling secure and paperless transactions without the physical presence.

Overall, DSCs offer numerous benefits, including enhanced security, legal validity, efficiency, and cost savings, making them indispensable for digital transactions and communications

Different Classes of Digital Signature Certificates (DSCs)

Certifying authorities issue 3 types of DSCs to accommodate various needs and purposes.The type of applicant and the intended use of the Digital Signature Certificate determine the specific kind of DSC that should be sought based on the requirements.

Class 1 DSC:

  • These certificates are issued for individuals or private users and are primarily used for email communication and basic transactions.
  • Verification requirements are minimal, typically involving email validation or verification of basic personal information.

Class 2 DSC:

  • Class 2 certificates are used for both individual and organizational purposes and offer a higher level of security and trust compared to Class 1.
  • To obtain a Class 2 DSC, the applicant's identity is verified against a trusted government-issued identity document, such as a passport or driver's license.

Class 3 DSC:

  • Class 3 certificates provide the highest level of security and are typically used for online transactions involving high-value financial transactions, e-commerce, and government applications.
  • The verification process for Class 3 DSCs involves rigorous identity verification procedures, including in-person verification and submission of supporting documents.

Certifying Authorities in India

Certifying Agencies are designated by the office of the Controller of Certification Agencies (CCA) in accordance with the provisions of the IT Act, 2000. Currently, there are eight Certification Agencies authorized by the CCA to issue Digital Signature Certificates (DSCs).

Major DSC Certifying Authorities in India

Format of a Digital Signature Certificate

A DSC typically contains the following components:

1. Public Key

  • A cryptographic key that is made publicly available and used to verify digital signatures created by the corresponding private key.

2. Private Key

  • A secret key that is securely held by the owner and used to create digital signatures for documents or messages.

3. Certificate Information

  • Details about the certificate, including the issuer (Certifying Authority), the validity period, a unique identifier, the subject (owner), and the digital signature of the CA to confirm its authenticity.

4. Digital Signature

  • A unique digital signature generated using the private key of the certificate, which can be verified using the corresponding public key.

The format of a Digital Signature Certificate (DSC) can vary depending on the issuing Certificate Authority (CA) and the type and class of the certificate.

Documents required for obtaining a Digital Signature Certificate

The documents required for obtaining a Digital Signature Certificate (DSC) include:

  • Proof of Identity: Copy of any one of the following government-issued identity documents attested by a Gazetted officer:
    • Passport
    • Aadhaar Card
    • PAN Card
    • Voter ID Card
  • Proof of Address: Copy of any one of the following documents showing the applicant's residential address attested by a Gazetted officer:
    • Utility bill (electricity, water, gas, telephone)
    • Bank statement
    • Rent agreement
  • Passport Size Photograph: Recent passport-size color photograph of the applicant.
  • Self-attested Copy of PAN Card: A self-attested photocopy of the applicant's PAN Card.
  • Organization Documents (if applicable):For organizations, additional documents such as the Certificate of Incorporation, Memorandum of Association (MOA), Articles of Association (AOA), or Partnership Deed may be required.

It's important to note that the specific documents required may vary depending on the type of Digital Signature Certificate (e.g., Class 1, Class 2, Class 3), the Certification Authority (CA) issuing the certificate, and the purpose for which the certificate is being obtained.

How to apply for a Digital Signature Certificate?

Razorpay Rize simplifies this process by streamlining e-filing on the MCA portal (company registration process), and as part of the package, you can acquire 2 Digital Signature Certificates for the involved directors/partners.

Note: It's necessary to obtain a Digital Signature Certificate (DSC) of either the Class 2 or Class 3 signing certificate category issued by a licensed Certifying Authority (CA) to facilitate e-filing on the MCA Portal for company registration processes.

Alternatively, you also have the option to apply for DSCs through designated certifying agencies through the following steps.

  • Choose a Certifying Authority (CA) accredited by the Controller of Certification Agencies (CCA) under the provisions of the IT Act, 2000.
  • Determine the type and class of DSC required based on your needs and the level of security required (e.g., Class 1, Class 2, Class 3).
  • Gather the necessary documents, including proof of identity, proof of address, passport-size photograph, self-attested copy of PAN card, and any organization-related documents (if applicable).
  • Obtain and fill out the DSC application form provided by the chosen Certifying Authority. Fill in the necessary details like the Class of the DSC, validity, type, applicant name and details, residential address, etc.
  • Undergo the identity verification process as per the CA's requirements, which may involve in-person verification or online verification, depending on the type of DSC and the CA's policies.
  • Pay the prescribed fees.
  • Upon successful verification and payment, the Certifying Authority will generate a unique key pair consisting of a public key and a corresponding private key.
  • Once the key pair is generated, the Certifying Authority will issue the Digital Signature Certificate.
  • Install the DSC on the appropriate device or token as per the CA's instructions.

Validity of the Digital Signature Certificate

Digital Signature Certificates (DSCs) are commonly issued with either a one-year validity or a two-year validity period.

These certificates can be renewed upon expiry of the initial validity period. Renewal procedures typically involve submitting updated documentation and undergoing identity verification processes, similar to the initial application process.

Fees for the Digital Signature Certificate in India

If you’re registering your business with Razorpay Rize, DSCs are commonly included in the package regardless of the company type.

In the case of direct applications, the fees include various components, including the one-time cost of the medium (such as a USB token), the Digital Signature Certificate (DSC) issuance cost, the renewal cost after the validity period expires, and the support costs (if any).

The costs, as mentioned on the MCA website, are as follows-

Certifying Authority Cost of DSC with one-year validity,
excluding USB token cost & Taxes
Cost of DSC with two-year validity,
excluding USB token cost & Taxes
MTNL CA Rs. 300/- (for MTNL phone subscribers) and Rs. 450/- for others Rs. 400/- (for MTNL phone subscribers) and Rs. 600/- for others
TCS Rs. 1245 (Inclusive of 12.24% Sales Tax.) Rs. 1900/- (Inclusive of 12.24% Sales Tax)
IDBRT Rs. 750/- (Rs. 500/- towards administrative expenses and Rs. 250/- for Certificate) Rs. 1500/-
SAFESCRYPT Rs. 995/- Rs. 1650/-
NIC NIL for Government Rs. 150/- for PSU, Autonomous & Statutory Bodies NIL for Government Rs. 150/- for PSU, Autonomous & Statutory Bodies
Central Excise and Customs NA NA
e-Mudhra Rs. 899/- Rs. 1149/-

Frequently Asked Questions

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Register your Business at just 1,499 + Govt. Fee

Register your business
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Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
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Register your One Person Company in just 1,499 + Govt. Fee

Register your business
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Register your Business starting at just 1,499 + Govt. Fee

Register your business
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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Is there a difference between a digital signature and a DSC?

Yes, a digital signature refers to the cryptographic technique used to sign electronic documents, while a DSC is the digital certificate that contains a digital signature key pair and is used to verify the signer's identity.

What are the different types of DSCs valid during Company registration?

The different types of Digital Signature Certificates currently valid during company registration are class 2 and class 3 types.

Is a Director Identification Number (DIN) required to apply for DSC?

No, you can apply for a DSC without the DIN with supported documents as mentioned in the above sections

How can I check the validity of a DSC?

To check the validity of a Digital Signature Certificate (DSC), you can follow these steps:

  • Access the different USB token tools that are currently available.
  • Login & enter the token password when prompted.
  • Select your certificate name from the list.
  • Once selected, the certificate will open. Navigate to the ‘Details’ tab, where you will find comprehensive information about your certificate, including its validity details.

Difference between Private Limited Company, OPC and LLP in India

Difference between Private Limited Company, OPC and LLP in India

Are you an aspiring entrepreneur ready to make your business official? If so, one of the critical decisions you'll need to make is choosing the right business structure. From Private Limited Companies (PLCs) to Limited Liability Partnerships (LLPs) to One Person Companies (OPCs), each structure offers its own set of advantages and considerations.

In this blog, we'll explore the nuances (features & differences) of these three popular business structures - Private Limited, LLP, and OPC—and provide insights to help you make an informed decision that aligns with your entrepreneurial goals.

Table of Contents

Difference between Private Limited, LLPs & OPCs

Private Limited Company Limited Liability Partnership One Person Company
Governing Act Governed by the Companies Act Governed by the Limited Liability Partnerships Act Governed by the Companies Act
Suitable For Financial Services, Tech Startups, Medium Enterprises Consultancy firms, Professional Services Franchises, Retail Stores, Small Businesses
Shareholders/Partners Minimum Shareholders - 2
Maximum Shareholders - 200
Minimum Partners - 2
Maximum Partners - Unlimited
Minimum Shareholders - 1
Maximum Shareholders - 1
(Maximum Directors can be 15)
Nominee Not required Not required One Nominee mandatory
Minimum Capital Requirement No minimum capital requirement, but it is often advised to set the authorized capital at INR 1,00,000 (One Lakh) No minimum capital requirement, but it is often advisable to consider an initial capital of INR 10,000 No minimum paid-up capital requirement exists. However, the minimum authorized capital required is INR 1,00,000 (One Lakh)
Tax Rates The basic tax rate, excluding Surcharge and Cess is 25% The standard fixed rate is 30% on their generated earnings. The applicable Tax rate would be 25%, excluding cess and surcharge
Fundraising Easier to raise funds from Investors Raising funds can be challenging Limited options for Fundraising
DPIIT Recognition Eligible for DPIIT recognition Eligible for DPIIT recognition Ineligible for DPIIT recognition
Transfer of Shares Shares can be easily transferred by amending AOA Transfer of partnership rights may require the consent of other partners and is generally more complex Transfer of shares isn't possible; it can only be done in case of transfer of ownership
ESOPs Can issue ESOPs to the Employees Unable to issue ESOPs to the Employees Unable to issue ESOPs to the Employees
Agreements Duties, Responsibilities, and other basic clauses outlined in MOA and AOA Duties, Responsibilities, and other basic clauses outlined in the LLP Agreement Duties, Responsibilities, and other basic clauses outlined in MOA and AOA
Compliances
  • More compliance costs
  • Mandatory 4 Board Meetings
  • Mandatory Statutory Audits
  • Mandatory filings includes Annual financial statements in form AOC-4 and annual returns in Form MGT-7, etc.
  • Less Compliance Costs
  • No Mandatory Board Meetings
  • Statutory Audits are not required if turnover is less than 40 Lakhs, or capital contribution is less than 25 Lakhs.
  • Mandatory filings include Annual financial statements in Form 8 and annual returns in Form 11.
  • Less Compliance Costs
  • Minimum 2 Board Meetings
  • Mandatory Audits
Foreign Directors/Partners NRIs and Foreign Nationals can be Directors NRIs and Foreign Nationals can be Partners No foreign directors are allowed
Foreign Direct Investment Eligible through Automatic route Eligible through Automatic route Not eligible for FDI
Mandatory Conversion No mandatory conversion No mandatory conversion If annual turnover exceeds Rs. 2 Crores or paid-up capital exceeds Rs. 50 lakhs, then mandatory conversion into a private limited company

Now that we've introduced the differences between these three types, let's explore their features and registration processes more thoroughly. This will help you determine which one is the most suitable for your business needs.

Private Limited Company: Features

In India, the Private Limited Company stands as the predominant choice for company registration, governed by the Companies Act of 2013 under the jurisdiction of the Ministry of Corporate Affairs (MCA). This structure is favoured by startups and businesses aspiring for growth and stability, owing to its adaptable ownership model and efficient management practices.

Outlined below are some key characteristics of a Private Limited Company:

1. Limited Liability

  • Shareholders enjoy limited liability, safeguarding personal assets from business debts.

2. Separate Legal Entity

  • Regarded as a distinct legal entity from its shareholders, allowing it to engage in contracts, own assets, and litigate under its name.

3. Ownership

  • Owned by shareholders who possess shares in the company, with ownership transfer facilitated through share transactions.

4. Management

  • Managed by appointed Directors, while day-to-day operations are overseen by management, with significant decisions often requiring shareholder approval.

5. Shareholders

  • Requires a minimum of two shareholders and can accommodate a maximum of 200.

6. Regulation and Compliance

  • Governed by the Companies Act and regulated by the Ministry of Corporate Affairs, mandating compliance with annual financial filings, general meetings, and statutory record maintenance.

7. Investment and Funding

  • Attracts investment and funding relatively easily due to its defined ownership structure and limited liability feature.

Private Limited Company: Registration in India

The Ministry of Corporate Affairs (MCA) has introduced a streamlined and online process for company incorporation known as Simplified Proforma for Incorporating Company Electronically Plus (SPICe+), comprising two parts: Part A and Part B.

The steps are as follows:

1. Step 1: Apply for DSC

  • Obtain a Digital Signature Certificate (DSC) from Certifying Agencies (CAs) with either one or two-year validity.

2. Step 2: Apply for Name Approval

  • Apply for name using SPICe+ Part A which facilitates 'Name Reservation' with the provision for two proposed names and one re-submission (RSUB).

Note: While simultaneous application for name approval (Part A) and Incorporation (Part B) through SPICe+ is feasible, only one name can be reserved.

3. Step 3: Apply for Company Registration & Other Applications

  • Following name approval, apply for Company Registration using SPICe+ Part B, which also includes the application for allotment of Director Identification Number (DIN), Permanent Account Number (PAN), Tax Deduction and Collection Account Number (TAN), etc.

4. Step 4: Apply for a Bank Account

  • Open a current account for your company to facilitate seamless financial transactions and business operations.

5. Step 5: File the Commencement of Business Certificate

  • Within 180 days of incorporation, file the Commencement of Business Certificate through Form INC-20A, which is a declaration submitted by the Director of the Company to the Registrar of Companies.

Upon approval of the SPICe+ Form, the Registrar of Companies (ROC) issues the Certificate of Incorporation, confirming the successful registration of your company.

The Certificate of Incorporation includes vital information such as the Company's name, registration number (CIN), date of incorporation, registered office address, and so on.

Example of CIN: U72200KA2013PTC097389

Read more about what each letter in a CIN signifies here.

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Limited Liability Partnerships: Features

A Limited Liability Partnership (LLP) is a business structure that combines features from both traditional partnerships and limited companies. And, LLPs are often favoured by professional services firms, small businesses, and ventures seeking the blend of partnership flexibility and limited liability protection.

Key characteristics of an LLP include:

1. Limited Liability

  • Partners in an LLP benefit from limited liability akin to private limited companies.

2. Separate Legal Entity

  • An LLP exists as a distinct legal entity from its partners, capable of owning assets, entering contracts, and engaging in legal proceedings independently.

3. Ownership

  • Partners own the LLP, with the ownership structure outlined in the LLP agreement. Ownership transfer typically requires consent from other partners.

4. Management

  • Managed by partners or a designated management team as specified in the LLP agreement. Decision-making is often collaborative, with each partner having an equal say.

5. Number of Partners

  • Requires a minimum of two partners, with no maximum limit.

6. Regulation and Compliance

  • Governed by the Limited Liability Partnership Act in India, featuring less stringent regulatory requirements compared to private limited companies. Compliance entails filing annual returns and maintaining statutory records.

7. Flexibility

  • Offers enhanced flexibility in internal management and decision-making processes compared to private limited companies.

Limited Liability Partnerships: Registration in India

Establishing a Limited Liability Partnership (LLP) as a legally recognized business structure involves several crucial steps. Here is a brief and comprehensive outline of the LLP registration process.

1. Step 1: Obtain a DSC

  • Obtain a Digital Signature Certificate (DSC) from Certifying agencies. To know more about the process, click here.

2. Step 2: Apply for Name Reservation

  • Reserve an LLP's name via the LLP-RUN form, overseen by the Central Registration Centre. Up to two names can be proposed.

3. Submit the FiLLiP Form

  • Fill out the FiLLiP form and submit it to the Registrar along with the Subscriber sheet and Director's consent (Form DIR-9).

4. Draft & File the LLP Agreement

  • File the LLP Agreement using Form 3 on the MCA portal within 30 days of registration.

Upon approval of the FiLLiP Form by the Registrar of Companies (ROC), you will receive the Certificate of Incorporation, which has important details such as the LLP's name, registration number (LLPIN), date of incorporation, registered office address, and so on.

Example of LLPIN: AAA-1234

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One Person Companies: Features

One Person Companies (OPCs) present a unique business structure where a single individual can establish and manage a company. Combining aspects of a Private Limited Company and the advantages of Sole Proprietorship, OPCs cater to entrepreneurs and business owners who handle all ownership, operation, and management duties themselves.

1. Sole Ownership

  • An OPC is solely owned and managed by a single individual, referred to as the sole shareholder or member.

2. Limited Liability

  • Like other corporate structures, OPCs offer limited liability protection to the sole owner.

3. Separate Legal Entity

  • OPCs are recognized as separate legal entities independent of the sole owner. This legal distinction enables you to enter contracts, own assets, and participate in legal proceedings under your company’s name.

4. Perpetual Succession

  • Despite having only one member, OPCs feature perpetual succession. A nominee appointed during incorporation typically assumes control in the absence of the sole member.

By combining limited liability, separate legal entity status, and simplified operations, OPCs emerge as an appealing choice for small businesses and startups led by single entrepreneurs.

One Person Company: Registration in India

Due to their similarities with private limited companies, OPCs also employ SPICe+ for their company registration process.

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is a comprehensive online form introduced by the Ministry of Corporate Affairs (MCA) in India to streamline and simplify the company registration process.

1. Step 1: Apply for DSC

  • Obtain a Digital Signature Certificate (DSC) from any Certifying Agencies in India.

2. Step 2: Submit Part A of SPICe+ Form (If filled separately)

  • Apply for name approval using Part A of the SPICe+ form, allowing for submission of up to two proposed names and one re-submission.

3. Step 3: Draft the MoA & AoA

  • Draft the Memorandum of Association (MoA) and Articles of Association (AoA) detailing the company's objectives and rules.

4. Step 4: Submit Part B of SPICe+ Form

  • Submit Part B of the SPICe+ form along with necessary documents, including DSC, MoA, AoA, and declarations. Pay the prescribed fee for registration.

5. Step 5: Appoint a Nominee

  • Appoint a nominee director as required by OPC regulations.

6. Step 6: File for the Commencement of Business Certificate

  • Within 180 days of incorporation, file for the Commencement of Business Certificate (Form INC-20A) with the Registrar of Companies.

Upon successful approval of the SPICe+ Form, you’ll receive an email notification from the MCA containing the Certificate of Incorporation (COI) and PAN and TAN details of the Company.

The certificate of Incorporation (COI) includes crucial details such as the Company Name, Registration Number (CIN), Date of Incorporation, Registered Office Address, Company Structure, and more.

{{opc-cta}}

For added clarity, check out our curated collection of sample templates, where you can download and customize most of these above-mentioned templates, as required.

Company Registration with Razorpay Rize

Razorpay Rize provides a wide array of services to facilitate an end-to-end streamlined company registration process, all at the lowest fees and without any hidden charges. Explore the different legal structures below to find the one that’s best for your business.

{{company-cards}}

Our package includes:

  • Company Name Registration
  • 2 Digital Signature Certificates (DSCs)
  • 2 Directors’ Identification Numbers (DINs)
  • Certificate of Incorporation(COI)
  • MoA & AoA [Applicable for Private Limited Companies and OPCs]
  • LLP Agreement [Applicable for LLPs]
  • Company PAN & TAN

*Prices and documents can differ based on the company type.

Find Out Which Company Type to Register

If you operate a small business with limited resources, opting for LLP or OPC registration might be more favourable due to lighter compliance requirements. However, for larger businesses with substantial capital needs, registering as a Private Limited Company provides greater flexibility in raising funds. So, before proceeding with the registration of either a Private Limited Company, LLP, or OPC, it is essential to carefully evaluate the following factors.

  • Business Nature and Size
  • Fundraising Requirements
  • Tax Implications
  • Personal Liability Protection

Ultimately, the choice between a Private Limited Company, LLP, or OPC structure depends on the unique characteristics of your business, including its nature, size, fundraising requirements, tax implications, and personal liability protection.

Still confused about which company type to register with? We’ve got you covered! Introducing our latest tool - "Know Your Company Type."

For the first time in India, answer a quick set of questions about your startup, and this tool will utilize your responses to identify the perfect company registration type for you. Find your ideal fit with just one click!

{{know-your-company}}

In summary, choosing between Private Limited Companies, OPCs, and LLPs depends on your business goals and preferences. Each structure offers unique benefits, whether it's scalability with Private Limited Companies, convenience with OPCs, or simplicity with LLPs. If you have any unanswered questions or want to get started with the company registration process, feel free to get in touch with us!

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Nipun Jain

Nipun Jain is a seasoned startup leader with 13+ years of experience across zero-to-one journeys, leading enterprise sales, partnerships, and strategy at high-growth startups. He currently heads Razorpay Rize, where he's building India's most loved startup enablement program and launched Rize Incorporation to simplify company registration for founders.

Previously, he founded Natty Niños and scaled it before exiting in 2021, then led enterprise growth at Pickrr Technologies, contributing to its $200M acquisition by Shiprocket. A builder at heart, Nipun loves numbers, stories and simplifying complex processes.

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What Is an LLP (Limited Liability Partnership) and How Does It Work?

What Is an LLP (Limited Liability Partnership) and How Does It Work?

In today’s dynamic business landscape, the Limited Liability Partnership (LLP) has emerged as a compelling choice for entrepreneurs, startups, and professional service providers. Offering the legal strengths of a company alongside the flexible governance of a partnership, LLPs are gaining remarkable popularity across India.

  • In the financial year 2023-24 alone, the number of LLP registrations soared by a striking 39%, reaching 58,990—a clear reflection of growing confidence in this structure.
  • The upward momentum continued into 2025, with May witnessing a 37% year-on-year jump in new LLP incorporations—outpacing the 29% growth seen in company registrations

These figures underscore a powerful trend: LLPs are fast becoming the go-to vehicle for professionals and small businesses seeking liability protection, compliance ease, and operational flexibility.

Table of Contents

What is LLP?

An LLP or Limited Liability Partnership is a business structure where business partners share limited liability, meaning their personal assets are protected in case the business incurs debts or liabilities.

LLPs are commonly used by professionals like lawyers, accountants, and consultants but are increasingly popular among small and medium-sized enterprises (SMEs).

An LLP is an ideal structure for businesses seeking operational flexibility, protection for partners' personal assets, and minimal compliance requirements. It is particularly attractive for professionals and small enterprises looking for a formal and efficient business framework.

This business structure also allows businesses to make use of the benefits of economies of scale, since LLPs can pool resources, expertise, and capital from multiple partners. By sharing operational responsibilities and costs, LLPs can reduce per-unit expenses, streamline processes, and negotiate better terms with suppliers.

This collaborative approach enables businesses to grow efficiently, expand their market presence, and achieve cost advantages typically associated with larger organizations.

How an LLP (Limited Liability Partnership) Works?

1. Hybrid Business Structure

A Limited Liability Partnership (LLP) is a flexible business structure that operates with a mix of partnership and corporate elements.

2. Limited Liability Advantage

The main advantage of an LLP is that it provides limited liability to its partners. This means that, unlike a general partnership, your personal assets (such as your home or car) are typically protected in case of legal action.

3. Lawsuit and Liability Rules

In an LLP, if the business faces a lawsuit, the partnership itself becomes the primary target, not the personal property of the individual partners. However, if a partner personally engages in wrongdoing (e.g., fraud), they could still be held liable for their actions.

4. Example: Meena and Shalini’s Case

  • Starting Out: Consider a scenario where two professionals, Meena and Shalini, decide to start a business offering consulting services in India. They have a shared interest in providing management consulting to small and medium enterprises (SMEs). Initially, they start with a mutual agreement and an informal arrangement.
  • Formalizing the Structure: However, as the business grows, they realize the need to formalize the structure to protect themselves from legal and financial risks. Meena and Shalini choose to form an LLP (Limited Liability Partnership) to safeguard their personal assets from any potential legal liabilities that may arise in the course of business. They register the LLP with the Ministry of Corporate Affairs (MCA) in India, creating an LLP agreement that outlines their responsibilities, profit-sharing ratios, and other operational details.
  • Facing a Legal Dispute: A few months later, the consulting firm faces a legal dispute due to an issue with one of their clients. The client sues the LLP for professional negligence, claiming that the advice given led to a loss in business.
  • Outcome of the Lawsuit: Since Meena and Shalini have formed an LLP, their personal assets—such as their homes, personal savings, or vehicles—are protected. The lawsuit can only target the assets of the LLP itself, not their personal belongings. However, if it is proven that either Meena or Shalini acted negligently or fraudulently in a personal capacity, that partner could still be held accountable for their individual actions.

LP (Limited Partnership) vs General Partnership

An LP (Limited Partnership) and a General Partnership are both business structures involving two or more partners, but they differ in terms of liability and management roles.

Limited Partnership (LP)

  • In an LP, there are two types of partners: general partners and limited partners.
  • General partners have full control over the management of the business and bear unlimited liability, meaning they are personally responsible for the business's debts and obligations.
  • Limited partners, on the other hand, contribute capital but do not participate in day-to-day management. Their liability is limited to the amount they invest in the business, protecting their personal assets beyond that contribution.

General Partnership

  • In a General Partnership, all partners share equal responsibility for managing the business and have unlimited liability.
  • This means they are personally liable for the debts and obligations of the business.
  • There is no distinction between the roles of partners—each partner participates in both the management and the liabilities of the business.

Key Difference

The key difference between the two is the level of liability protection and management involvement.

  • An LP offers limited liability to some partners (limited partners).
  • A General Partnership places full responsibility on all partners, making it a riskier option for individuals seeking protection from personal liability.

Related Read: What is the Difference Between LLP and Partnership?

LLP vs LLC

Ownership and structure

LLP refers to Limited Liability Partnership, where two or more partners collaborate to run the business. The partners can be individuals or corporate entities, and the number of partners can vary.

In an LLP, all partners share the management responsibilities and decision-making processes, unless the partnership agreement specifies otherwise. Partners have limited liability, meaning their personal assets are protected from business debts or legal claims.

LLC refers to a Limited Liability Company, which is a separate legal entity that can have one or more owners, known as members. The ownership can be divided among individual or corporate members, and the structure is more flexible than a corporation.

LLCs can be managed either by members (member-managed) or by designated managers (manager-managed). The members are not personally liable for the company’s debts or liabilities, providing them with protection similar to that of an LLP.

Liability protection

Partners in an LLP enjoy limited liability, meaning they are not personally liable for the debts or obligations of the business beyond their contribution to the partnership. However, if a partner engages in fraudulent or wrongful activities, they could still be personally liable for their actions.

LLC members also have limited liability, meaning they are generally not personally responsible for the company’s debts or liabilities. The LLC itself is a separate legal entity, so any financial obligations fall on the company, not the individual members. Similar to an LLP, members are protected unless they personally guarantee a debt or engage in illegal activities.

Decision making and management

In an LLP, all partners typically have a say in the management and operation of the business, unless otherwise specified in the LLP agreement. It is a more flexible structure in terms of decision-making since there is no requirement for a formal management team.

LLCs can be either member-managed or manager-managed. In a member-managed LLC, all members participate in managing the business, while in a manager-managed LLC, the members appoint managers to run the operations. This offers more structure compared to an LLP, especially for larger businesses.

Ownership transfer

Ownership in an LLP is typically not as easily transferable as in an LLC. Partners usually need to approve the admission of new partners or the transfer of ownership. This limits the liquidity and transferability of ownership interests.

Ownership in an LLC can be transferred more easily than in an LLP, depending on the terms of the operating agreement. LLCs can issue membership interests that can be bought or sold, making it easier to bring in new investors or transfer ownership.

LLP vs LP

An LP refers to a Limited Partnership, which is different from an LLP.

An LLP (Limited Liability Partnership) and an LP (Limited Partnership) are both business structures that involve multiple partners but differ in terms of liability and management.

In an LLP, all partners share equal responsibility for managing the business and enjoy limited liability, meaning their personal assets are protected from business debts. However, all partners are involved in decision-making unless specified otherwise in the agreement.

In contrast, an LPconsists of general partners and limited partners. General partners manage the business and have unlimited liability, while limited partners are only liable up to the amount of their investment and do not participate in the day-to-day operations.

The key difference lies in the roles and liabilities of the partners. In an LLP, all partners have equal liability protection and management control, whereas, in an LP, the general partners hold the management responsibility and are personally liable, while limited partners have liability protection but no management involvement.

The choice between the two structures depends on the desired level of involvement in business operations and the type of liability protection needed.

What are the advantages of LLP?

Wondering why you should choose LLP over other business registrations? Have a look:

  • Easy & quick to build: Building an LLP is a simple process. It does not have complicated steps and requirements and neither does it take months of waiting time. The minimum amount of fees for incorporating an LLP is INR 500 and the maximum that can be spent is INR 5,600
  • Continuity in succession: The life of the LLP is not affected by the death or retirement of any of the partners. If one of the partners withdraws because of any reasons, it does not mean that the LLP gets wound up. An LLP can only be shut down on the basis of the provisions of the Limited Liability Protection Act  of 2008
  • Limited liability: All the partners of the LLP have limited liability, which means that the partners are not liable to pay the debts of the company from their personal assets. No partner is responsible for any other partner’s misbehaviour or misconduct
  • Streamlines management: All the major decisions and management activities in an LLP are taken care of by the board of directors hence the shareholders receive very less power in making decisions
  • Hassle-free transfers: There are no restrictions on joining and leaving an LLP. One can easily admit as a partner and transfer the ownership to others
  • Taxation benefits: An LLP is exempt from various taxes such as dividend distribution tax and minimum alternative tax. Also, the rate of tax is less when compared to other business types
  • No compulsory audit requirements: There is no mandatory audit requirement for an LLP until the company exceeds the annual turnover of INR 40 lakhs

What are the disadvantages of LLP?

  • Not covered in all States: In India, there are certain variations in tax benefits from State to State. There are also cases when States restrict the formation of LLP. This is one of the major disadvantages of an LLP
  • Less credibility: An LLP has many benefits but the fact is that people do not consider LLPs to be a credible business. People still trust companies or partnerships over LLPs
  • Differences amongst partners: Since each partner is responsible for their own part, there are cases when partners do not consult each other before proceeding with a decision or agreement
  • Transfer of interest: Though interest and ownership can be transferred, it usually is a long procedure. Various formalities are required to comply with the provisions of the Limited Liability Partnership Act

Related Read: LLP Advantages and Disadvantages

Documentation requirements for registering an LLP (2025)

Before you start with the procedure of registering an LLP or make changes in an existing LLP, have a look at the list of documents you might need:

  • Form 7 is required to obtain a Designated Partner Identification Number (DIN) while registering your LLP. It may be sought from the MCA website. Along with the duly completed form, a registration fee of INR 100 must also be paid
  • Form 1/ RUN-LLP is required to register a name for the LLP and reserve it. It may be used to christen an LLP or to alter the present name. The fee for submitting this form is Rs 10,000
  • A request must also be filed by the partners for their DSC to be registered if it hasn’t already been done before
  • Form 2/FiLLiP is required for incorporating a registered LLP. This form must be sent to and acknowledged by the concerned State’s Registrar
  • An LLP agreement must be made, which outlines the duties of each partner involved. This requires the filling and submitting of Form 3
  • In the case of changing, altering, adding or removing partners, the partners must submit Form 4
  • Form 11 must be used to file the IT returns of the LLP
  • If the office address of the LLP is to be changed, then Form 15 must be filed

How to form a Limited Liability Proprietorship

As mentioned earlier, forming an LLP is easy and quick. Before you get started, obtain a DSC or Digital Signature Certificate as the following steps will require it. File for one if you don’t already have one. Further, here are the steps involved in forming an LLP. You can visit mca.gov.in and follow the steps listed below:

  1. Issue a Designated Partner Identification Number for yourself, which serves as an ID card
  2. File Form 7 and pay the required fees
  3. Register a name for your LLP using Form 1 and pay Rs 200
  4. Incorporate the LLP via Form 2. The LLP agreement must also be made at this stage
  5. File the LLP Agreement as per Section 2(o) of the LLP Act, 2008 using Form 3

With the above-mentioned steps, you are all set to start an LLP of your own.

Frequently Asked Questions

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Private Limited Company
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1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What should an LLP agreement include?

Typical clauses cover the registered office, business nature, rights and duties of partners, contributions and profit-sharing, voting rights, process for adding or removing partners, transfers, and dispute resolution mechanisms.

Who can become a partner, and what are the rules around it?

  • A minimum of two partners is required. If the number drops below two for over six months, the remaining partner can be held personally liable.
  • Partners can be individuals or corporations. Foreign partners must adhere to FDI norms and make contributions through approved banking channels at fair market value.
  • What are the compliance obligations for LLPs?

    Every LLP must file:

    • Form 8 (Statement of Account & Solvency), and
    • Form 11 (Annual Return)
      within 60 days from the end of the financial year (by May 30th for FY ending March 31).

    How is an LLP taxed?

    LLPs are taxed at a flat rate of 30% (plus surcharge and cess). They are exempt from dividend distribution tax, and partners are taxed individually when profits are distributed.

    Can existing businesses convert to an LLP?

    Yes, existing structures like private companies or partnership firms can convert to an LLP by following specific processes laid out in the LLP Act.

    Swagatika Mohapatra

    Swagatika Mohapatra is a storyteller & content strategist. She currently leads content and community at Razorpay Rize, a founder-first initiative that supports early-stage & growth-stage startups in India across tech, D2C, and global export categories.

    Over the last 4+ years, she’s built a stronghold in content strategy, UX writing, and startup storytelling. At Rize, she’s the mind behind everything from founder playbooks and company registration explainers to deep-dive blogs on brand-building, metrics, and product-market fit.

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