Limited Liability Partnerships (LLPs) must comply with a set of annual and event-based compliances as per the LLP Act, 2008 and rules issued by the Ministry of Corporate Affairs (MCA). Whether small or large, every LLP must file its mandatory returns annually, irrespective of turnover or business activity.
This article provides a complete, updated guide to all ROC compliances for LLPs, including forms, due dates, applicability, penalties, and event-based filings. A summary table is included at the end for quick reference.
1. Annual ROC Compliances for LLPs
LLPs must file two major annual returns every financial year:
1.1 Form 11 – LLP Annual Return
What is it?
A summary of the LLP’s partners, contribution details, and basic compliance status.
Applicability
Applicable to all LLPs, irrespective of turnover or business.
Key Points
- Even NIL business LLPs must file.
- Contains details of partners and their contributions.
Due Date
30th May every year (for previous FY).
Penalty
₹100 per day of delay, with no upper limit.
1.2 Form 8 – Statement of Account & Solvency
What is it?
A declaration of solvency + financial statements (Balance Sheet & P&L).
Applicability
Applicable to all LLPs, irrespective of turnover.
Due Date
30th October every year.
Mandatory Attachments
- Statement of accounts (signed)
- Disclosure under Micro, Small and Medium Enterprises (if applicable)
Penalty
₹100 per day, no maximum cap.
1.3 LLP Audit Requirement
When is audit required?
Audit is applicable if the LLP:
- Turnover exceeds ₹40 lakh, or
- Capital contribution exceeds ₹25 lakh
If audit is applicable:
- Audit report must be attached with Form 8.
2. Event-Based ROC Compliances for LLPs
LLPs must file specific forms whenever certain events or changes occur. These must be filed within the prescribed time, otherwise heavy penalties apply.
2.1 Change in Partners / Designated Partners – Form 4
When to file?
- Admission of a partner
- Resignation of a partner
- Change in designation
- Change in personal details
Due Date
Within 30 days of change.
2.2 Change in LLP Agreement – Form 3
When to file?
- Change in profit sharing
- Change in contribution
- Change in management rights
- Admission/resignation affecting agreement
Due Date
Within 30 days of execution of amended LLP Agreement.
2.3 Change in Registered Office – Form 15
When to file?
- Shift within same state
- Shift outside district
- Shift between ROC jurisdictions
Due Date
Within 30 days of change.
If shifting to another state:
- Publish notice in newspaper
- Obtain NOC from landlord
2.4 Change of Name – Form 5
When to file?
- When LLP changes its name after approval of ROC.
Due Date
Within 30 days after name approval.
2.5 Increase in Contribution – Form 3 + Form 4
When required?
- Increase of capital contribution by partners.
Procedure
- Pass resolution.
- Amend LLP Agreement.
- File Form 3 (for agreement).
- File Form 4 (if partner contribution changes).
2.6 Appointment of Auditor (if applicable)
LLPs requiring audit must appoint an auditor every year.
Due Date
Before filing Form 8.
2.7 Strike Off of LLP – Form 24
When can LLP apply?
- No business for last 1 year.
- Bank account closed.
- All partners consent.
Documents required
- Affidavit and indemnity bond
- Statement of account (not older than 30 days)
- Resolution for strike off
3. Additional Important LLP Compliances
3.1 Maintenance of Books of Accounts
LLPs must maintain books on:
- Cash basis OR
- Accrual basis
They must be kept at the registered office.
3.2 Filing of Income Tax Return
Separate from ROC compliance.
Due Date
- 31st July – non-audited LLP
- 31st October – audited LLP
3.3 DIR-3 KYC for Designated Partners
Designated partners must complete annual KYC.
Due Date: 30th September each year
Non-compliance results in DIN becoming deactivated.
4. Penalties for ROC Non-Compliance
LLPs face:
- ₹100 per day for Form 11 and Form 8
- Deactivation of DPIN/DIN for non-KYC
- Legal action for repeated defaults
- Difficulty in applying for loans or tenders
5. Summary Table – LLP ROC Compliances (Annual + Event-Based)
| Compliance | Form | Applicability | Due Date | Penalty |
|---|---|---|---|---|
| Annual Return | Form 11 | All LLPs | 30th May | ₹100/day |
| Statement of Account & Solvency | Form 8 | All LLPs | 30th Oct | ₹100/day |
| Audit Filing (if required) | Attach in Form 8 | Turnover >₹40L or Contribution >₹25L | Before 30th Oct | Late filing penalties apply |
| Change in Partners | Form 4 | Admission/resignation/designation change | 30 days | Additional fees |
| Change in LLP Agreement | Form 3 | Any modification | 30 days | Additional fees |
| Change in Registered Office | Form 15 | Office shift | 30 days | Additional fees |
| Change of Name | Form 5 | Name approval received | 30 days | Additional fees |
| Increase in Contribution | Form 3 + 4 | Change in capital | 30 days | Additional fees |
| Strike Off | Form 24 | Inactive LLP | Anytime | No penalty |
| Partner KYC | DIR-3 KYC | All Designated Partners | 30th Sept | DIN deactivation |
Conclusion
LLP ROC compliances are simpler compared to companies but must be followed without fail to avoid penalties and legal complications. Filing Form 11 and Form 8 on time, updating event-based changes promptly, and maintaining proper books of accounts ensure the LLP remains fully compliant and active on the MCA portal.
For professional filing assistance, guidance, and end-to-end compliance support, Stox n Taxes can help you stay updated and penalty-free.
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