Can Foreigners Register a LLP in India? A Complete Legal & Compliance Guide

India continues to be an attractive destination for global entrepreneurs and businesses. With its liberalized FDI policies and simplified corporate structures, incorporating a Limited Liability Partnership (LLP) in India has become a viable entry strategy for foreign nationals and foreign companies.

In this guide, we explain the legal framework, eligibility, regulatory requirements, and compliance obligations for foreigners planning to register a LLP in India.

Is It Legally Permissible for Foreigners to Register a LLP in India?

Yes, foreigners (both individuals and entities) are permitted to Register a LLP in India. However, there are specific conditions to fulfill under the:

The key condition is that the LLP must operate in a sector where 100% FDI is allowed under the automatic route without performance-linked conditions.

Types of Foreign Participants Allowed in LLP Registration

Foreign participation in LLPs can take two forms:

✅ 1. Foreign Individual (Non-Resident)

  • Can become a partner or designated partner in an Indian LLP.
  • Must obtain a Designated Partner Identification Number (DPIN).
  • Must hold a valid Digital Signature Certificate (DSC).
  • At least one designated partner must be an Indian resident.

✅ 2. Foreign Body Corporate (Foreign Company or LLP)

  • Can become a partner in an Indian LLP.
  • Must designate a representative authorized to act on its behalf.
  • Has to comply with FDI norms and submit documents as per MCA and FEMA requirements.

Mandatory Requirement: At Least One Resident Designated Partner

Under Section 7 of the LLP Act, every LLP must have at least one designated partner who is a resident in India.

A “resident in India” means a person who has stayed in India for at least 120 days during the financial year (as per recent amendments).

FDI Policy for LLPs – Key Considerations

According to the Department for Promotion of Industry and Internal Trade (DPIIT):

  • 100% FDI is permitted in LLPs under the automatic route, provided:
    • The business operates in sectors where 100% FDI is allowed.
    • There are no FDI-linked performance conditions.
  • Foreign investment must be reported via:
    • Form LLP (I): For initial capital contribution
    • Form FDI-LLP (II): For subsequent capital infusion
  • Investment must comply with:
    • FEMA guidelines
    • Pricing valuation norms
    • Anti-money laundering (AML) laws

Step-by-Step Process to Incorporate LLP in India as a Foreigner

Step Action Required
Step 1 Obtain Digital Signature Certificate (DSC) for all foreign partners
Step 2 Apply for Designated Partner Identification Number (DPIN)
Step 3 Choose a unique LLP name and file RUN-LLP application on MCA portal
Step 4 Draft LLP Agreement, subscriber sheet, and consent to act forms
Step 5 File FiLLiP (Form for Incorporation of LLP) with MCA
Step 6 Receive Certificate of Incorporation (COI) from ROC
Step 7 File Form 3 to register the LLP Agreement
Step 8 Comply with FDI filings (LLP(I), FDI LLP(II)) if foreign investment involved
Step 9 Open a bank account and apply for PAN and TAN

Documents Required for Foreign Partners

📌 For Foreign Individuals:

  • Passport (Notarized and Apostilled)
  • Address proof (Utility bill/Bank statement)
  • Passport-size photograph
  • DSC & DPIN application
  • NOC if applicable

📌 For Foreign Companies/LLPs:

  • Certificate of Incorporation (Notarized & Apostilled)
  • Board Resolution for LLP investment
  • Authorized representative’s ID & address proof
  • LLP Agreement and supporting documents

Post-Incorporation Compliances for Foreign-Owned LLPs

Once incorporated, foreign-owned LLPs must adhere to ongoing compliance:

  • Annual Filing: Form 11 (by 30th May) and Form 8 (by 30th October)
  • ITR Filing: Form ITR-5 (by 31st July / 30th September)
  • Audit: Mandatory if turnover > ₹40 lakhs or contribution > ₹25 lakhs
  • FDI Reporting: As per RBI timelines
  • GST & TDS Filings: If applicable

Why LLP Is a Preferred Structure for Foreigners in India

  • No dividend distribution tax (unlike companies)
  • Minimal compliance compared to a Private Limited Company
  • Limited liability of partners
  • No restriction on profit repatriation
  • Cost-effective entry structure for testing Indian markets

Limitations to Be Aware Of

  • FDI not allowed in agriculture, real estate, and print media sectors via LLPs
  • At least one resident designated partner is compulsory
  • LLPs cannot raise capital from the public or issue equity shares
  • Not suitable for startups planning VC funding (opt for Private Limited in such cases)

Conclusion: Yes, Foreigners Can Start LLPs in India – With the Right Support

India offers a liberal and well-defined framework for foreigners looking to incorporate an LLP. With proper structuring, legal support, and compliance planning, foreign individuals and entities can easily establish a compliant, tax-efficient LLP in India.

📌 Need assistance with foreign LLP registration, FDI reporting, or legal documentation?

💼 Let Our Experts Handle It for You

We help:

  • Foreign individuals start compliant LLPs in India
  • Foreign entities set up business presence via LLP
  • Ensure 100% FDI & FEMA compliance
  • Draft LLP agreements & handle MCA, ROC, RBI filings

📞 Book a Free Consultation with our Legal & FDI Compliance Team today.