LLP Annual Filing
LLP Annual Filing
A Limited Liability Partnership (LLP) is a hybrid business structure combining the advantages of both companies and partnership firms. It is governed by the Limited Liability Partnership Act, 2008.
Although LLPs enjoy flexibility and fewer compliance burdens compared to companies, they are still required to file annual returns and maintain transparency with the Ministry of Corporate Affairs (MCA).
What is an LLP?
A Limited Liability Partnership (LLP) is a legal business structure introduced in India under the Limited Liability Partnership Act, 2008. It combines the flexibility of a partnership firm with limited liability protection like a company. In an LLP:
• Partners are not personally liable for business debts beyond their contribution.
• It has a separate legal entity from its partners.
• Suitable for professionals, small businesses, startups, etc.
Why Annual Filing is Important?
Annual filing ensures the government and stakeholders receive updated information about LLP’s operations, partners, and financial health. It helps maintain transparency and legal compliance, avoiding penalties and legal complications.
LLP Compliance Requirements
LLPs are required to comply with statutory filings every year with the Ministry of Corporate Affairs (MCA) and Income Tax Department. These filings include:
| Compliance Type | Description | Who Must File | Due Date |
|---|---|---|---|
| LLP Form 11 (Annual Return) | Declaration of partners and contribution details | All LLPs | 30th May |
| LLP Form 8 (Statement of Account & Solvency) | Financial statements and solvency declaration | All LLPs | 30th October |
| Income Tax Return (ITR-5) | Filing income tax for LLP | All LLPs | 31st July (Non-audit) or 31st October (Audit) |
| Audit (if applicable) | Financial audit as per threshold | LLPs crossing turnover or contribution limits | Before filing Form 8 |
Types of LLP Annual Filings
LLP Form 11: Annual Return
• Purpose: Contains details about the LLP, partners, and capital contribution during the financial year.
• Key Information:
o Name of LLP and registration number.
o Details of partners (designated and other partners).
o Contribution made by partners during the year.
o Statement about changes (if any) during the year.
• Filing Fee: ₹100
• Penalty for Late Filing: ₹100/day (no maximum limit)
LLP Form 8: Statement of Account & Solvency
• Purpose: To submit financial statements including balance sheet, profit & loss account, and a declaration of solvency by partners.
• Contents:
o Statement of assets and liabilities as of the end of financial year.
o Income and expenditure report.
o Declaration by designated partners regarding solvency.
o Auditor’s report if audit applicable.
• Filing Fee: ₹200
• Penalty for Late Filing: ₹100/day (no maximum limit)
Income Tax Return (ITR-5)
• Purpose: Filing tax returns for income earned by LLP.
• Deadline: 31st July for non-audit, 31st October for audit cases.
• Audit Applicability: Turnover exceeds ₹40 Lakhs or contribution exceeds ₹25 Lakhs.
Limits for Audit and Compliance
| Compliance | Threshold |
|---|---|
| Audit Requirement | Turnover > ₹40 Lakhs OR Contribution > ₹25 Lakhs |
| Penalty for Non-Filing | ₹100 per day delay, unlimited |
Important Due Dates
| Compliance | Due Date | Financial Year Covered |
|---|---|---|
| Form 11 (Annual Return) | 30th May | April 1 - March 31 |
| Form 8 (Statement of Account) | 30th October | April 1 - March 31 |
| Income Tax Return (ITR-5) | 31st July (Non-Audit), 31st October (Audit) | April 1 - March 31 |
Documents Required for Annual Filing
For LLP Form 11:
• LLP registration certificate
• Details of all partners including Designated Partners (DPs)
• Contribution details and changes (if any)
• Digital Signature Certificates (DSC) of all designated partners filing the form
• LLP agreement copy (if amended)
For LLP Form 8:
• Audited financial statements (if applicable)
• Statement of assets and liabilities as on 31st March
• Income and expenditure statement for the year
• Solvency declaration by designated partners
• DSC of all designated partners filing the form
• Audit report by Chartered Accountant (if applicable)
For Income Tax Return (ITR-5):
• PAN card of LLP
• Financial statements and audit report (if applicable)
• Tax payment challans (if advance tax paid)
• Books of accounts details
Summary Table of Annual LLP Compliance
| Compliance Type | Form No. | Due Date | Penalty for Delay | Applicable To |
|---|---|---|---|---|
| Annual Return | Form 11 | 30th May | ₹100 per day, no max | All LLPs |
| Statement of Account | Form 8 | 30th October | ₹100 per day, no max | All LLPs |
| Income Tax Return | ITR-5 | 31st July/Oct | Interest and penalties | All LLPs |
| Audit | N/A | Before Form 8 | Penalty under Income Tax | LLPs crossing financial limits |
FAQs on LLP Annual Filing
1. What is LLP Annual Filing?
LLP Annual Filing refers to the mandatory submission of certain statutory forms every year with the Ministry of Corporate Affairs (MCA) to disclose details about the LLP’s partners, financials, and solvency status.
2. Is it mandatory to file Form 11 and Form 8 every year?
Yes, all LLPs registered in India must file Form 11 and Form 8 annually, regardless of business activity or income.
3. What happens if I miss the LLP annual filing deadline?
A penalty of ₹100 per day is levied for late filing of Form 11 and Form 8, with no upper limit. Persistent non-filing can lead to legal action or strike-off of the LLP.
4. Is audit mandatory for all LLPs?
No. Audit is mandatory only if the LLP’s annual turnover exceeds ₹40 lakhs or the contribution exceeds ₹25 lakhs.
5. Who is responsible for filing LLP annual returns?
The designated partners of the LLP are responsible for filing the annual returns and statements with MCA.
6. Is LLP annual filing required if the LLP is dormant?
Yes, even dormant LLPs must file Form 11 and Form 8 on time to avoid penalties and legal issues.
7. What is a Digital Signature Certificate (DSC) and why is it needed?
DSC is an electronic signature used to authenticate documents filed online. LLP designated partners must have valid DSCs to file Form 8 and Form 11 on the MCA portal.
8. What are the consequences of not filing Income Tax Returns for LLP?
Non-filing or late filing of Income Tax Returns may lead to interest, penalties, scrutiny by tax authorities, and possible legal consequences.
9. How can I check the status of my LLP filings?
You can check the status of filings on the MCA portal by entering the LLP’s name or LLPIN.
10. Is it possible to file LLP Annual Returns offline?
No, LLP annual filings must be done electronically through the MCA portal using DSC.
11. Can penalties for late filing be waived?
Penalties are generally automatic. However, in rare cases, you may appeal to the Regional Director or Ministry of Corporate Affairs with valid reasons.
12. What happens if an LLP fails to file Annual Returns for consecutive years?
The MCA may initiate action to strike off the LLP from the register of LLPs, leading to dissolution.
13. Can the MCA reject my LLP annual filing?
Yes, if the form is incomplete, contains errors, or DSC is invalid, the MCA may reject the filing and request rectification.
14. How long should LLP maintain records and documents?
LLPs must maintain books of accounts and records for at least 8 years as per Companies Act and Income Tax Act.
15. What is a ‘designated partner’?
A designated partner is a partner who is responsible for compliance and filings and represents the LLP legally.
16. How do changes in partners affect annual filings?
Changes must be updated in Form 11 with proper documentation and filings of related event-based forms.
17. What if the LLP has no business activity during the financial year?
LLP still must file Form 11 and Form 8 showing nil activity and solvency declaration.
18. What is the difference between an LLP and a Private Limited Company in terms of compliance?
LLP has fewer compliance requirements and no mandatory board meetings, whereas companies have stricter filings, board meetings, and disclosure norms.
19. What if the LLP has multiple designated partners? Do all need to sign the forms?
Only one designated partner’s DSC is required to file the forms, but all partners should approve the filings internally.
20. Can a foreign LLP register in India and what are its filing requirements?
Yes, foreign LLPs can register through the Foreign LLP Act, 2013. They must comply with Indian LLP annual filing norms.
21. Can an LLP dissolve without filing annual returns?
No, the LLP must be compliant with all annual filings before applying for dissolution.
22. Can a partner be removed without filing any forms?
No, removal or cessation of a partner must be formally notified to MCA via Form 3 or Form 4 and updated in Form 11.
