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LLP Registration for NRI in India: Step-by-Step Guide

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Saving Mantra Blog: Step-by-Step Process for LLP for NRI in India

A Limited Liability Partnership (LLP) is a hybrid business structure combining the flexibility of a partnership with the limited liability of a company. For NRIs, an LLP provides a simple, tax-efficient vehicle to invest and operate in India while minimizing personal risk.

This guide explains the complete step-by-step process, including eligibility, documents, registration, and compliance for NRIs forming an LLP in India.

✔ Step 1: Check NRI Eligibility

NRIs or foreign citizens can be partners in an LLP in India if:

  • At least one partner is a resident of India
  • The LLP operates in sectors permitted under FEMA/FDI regulations
  • Foreign investment complies with RBI/FEMA norms

✔ Step 2: Obtain Digital Signature Certificate (DSC)

All designated partners must have a Class 3 Digital Signature Certificate (DSC) for filing forms with MCA.

Required Documents for DSC:

  • Passport (for NRI/foreign partner)
  • PAN (if available)
  • Address proof (foreign passport + overseas address)
  • Recent passport-size photo

✔ Step 3: Apply for Director Identification Number (DIN)

NRIs as designated partners must obtain a DPIN/DIN through MCA SPICe+ portal.

  • Fill DIR-3 form online
  • Upload DSC
  • Submit KYC documents

✔ Step 4: Name Reservation of LLP

Choose a unique LLP name and submit Form RUN-LLP (Reserve Unique Name) to MCA:

  • Name must be distinct
  • Avoid restricted words like “National”, “Government”, etc.
  • Approval is usually granted within 2–3 working days

✔ Step 5: Prepare LLP Agreement

The LLP agreement defines:

  • Profit sharing ratio
  • Rights and duties of partners
  • Operational and management procedures

Key points for NRIs:

  • Specify capital contribution in INR
  • Include repatriation clauses if applicable
  • Agreement must be executed within 30 days of LLP incorporation

✔ Step 6: File Incorporation Form with MCA (Form FiLLiP)

Submit Form FiLLiP (Form for Incorporation of LLP) online including:

  • Name of LLP
  • Partners’ details and DIN
  • Registered office address in India
  • Subscribers’ sheet
  • Consent of partners

Documents to attach:

  • Passport & address proof of NRI partner(s)
  • Registered office proof
  • DSC of designated partners
  • PAN (if NRI already has)

✔ Step 7: Receive Certificate of Incorporation (COI)

Once verified, MCA issues Certificate of Incorporation containing:

  • LLP Identification Number (LLPIN)
  • Date of incorporation
  • Details of partners

✔ Step 8: Execute LLP Agreement and File Form 3

Within 30 days of incorporation, file Form 3 to register the LLP Agreement with MCA.

  • Attach the signed LLP Agreement
  • DSC of all designated partners required
  • Stamp duty paid as per state laws

✔ Step 9: Apply for PAN & TAN

After LLP registration:

  • PAN – Mandatory for tax purposes
  • TAN – Required if LLP deducts TDS
  • Apply online via NSDL portal or MCA assistance

✔ Step 10: Open a Bank Account in India

  • Open a current account in the LLP name
  • Capital contribution from NRI partners can be remitted via AD Category-I bank
  • Keep account compliant with FEMA regulations

✔ Step 11: Post-Incorporation Compliance

NRIs and LLPs must adhere to:

  • Filing Form 8 (Annual Return) – within 60 days from financial year-end
  • Filing Form 11 (Statement of Account & Solvency) – within 60 days
  • Statutory audit if turnover > ₹40 lakhs or contribution > ₹25 lakhs
  • Maintain books of accounts and statutory registers
  • GST registration if applicable

✔ Step 12: Tax Compliance for NRI LLP Partners

  • LLP is taxed at 30% corporate tax rate plus surcharge
  • NRIs must declare share of profits in India if they are tax residents
  • TDS on profit distribution may apply

Conclusion

Registering an LLP in India is one of the most flexible options for NRIs to establish a business presence with minimal liability. Following the MCA process, obtaining DSC/DIN, and adhering to FEMA/FI norms ensures smooth incorporation and compliance.

Disclaimer

This article is for educational purposes only and does not constitute legal or tax advice. Regulatory requirements, FEMA rules, and MCA norms may change. NRIs should consult professionals before incorporation.

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