LLP Annual Compliance in India: A Complete Guide for 2025

A Limited Liability Partnership (LLP) combines the operational flexibility of a partnership with the legal identity and limited liability of a company. While it enjoys reduced compliance compared to private limited companies, LLPs are still subject to a set of annual compliance obligations under the Limited Liability Partnership Act, 2008 and Income Tax Act, 1961.

Non-compliance can result in significant financial penalties and legal complications. This article provides a complete and updated guide to LLP annual compliance in India, including mandatory filings, audit rules, deadlines, and consequences of non-compliance.

Why LLP Annual Compliance Matters

Every LLP registered in India—whether actively conducting business or dormant—must meet its annual compliance requirements. These filings ensure transparency, maintain the legal status of the entity, and build credibility with investors, clients, and banks.

Timely compliance also helps avoid late fees, disqualification of designated partners, and additional scrutiny from the Ministry of Corporate Affairs (MCA) and Income Tax Department.

List of Mandatory Annual Compliances for LLPs

Below are the key compliance filings that every LLP must adhere to each financial year:

1. Statement of Account and Solvency (Form 8)

Due Date: October 30 of every financial year

What It Covers:

  • Financial position of the LLP

  • Statement of assets and liabilities

  • Declaration of solvency by designated partners

  • Disclosure of contingent liabilities, secured/unsecured loans, and capital contributions

Applicability:
Mandatory for all LLPs, irrespective of turnover or profit status.

Audit Requirement:
An audit of financial statements is mandatory if turnover exceeds ₹40 lakhs or capital contribution exceeds ₹25 lakhs.

2. Annual Return (Form 11)

Due Date: May 30 of every financial year

What It Covers:

  • Summary of partners’ details (incoming/outgoing)

  • Changes in business structure

  • Total contribution received

  • Other structural information

Key Note:
This form must be certified by a practicing Chartered Accountant, Company Secretary, or Cost Accountant if the contribution exceeds ₹50 lakhs or if the turnover exceeds ₹5 crores.

3. Income Tax Return (Form ITR-5)

Due Date:

  • July 31 if audit is not required

  • October 31 if audit is applicable

  • November 30 if Form 3CEB (international/domestic related-party transactions) is applicable

What It Covers:
Income earned, profits, deductions claimed, TDS/TCS credits, and tax liability of the LLP.

How to File:
Electronically via the Income Tax portal using Designated Partner’s DSC (Digital Signature Certificate).

Additional Compliances (If Applicable)

A. Audit of Accounts

If turnover > ₹40 lakhs or capital contribution > ₹25 lakhs, LLPs are required to get their accounts audited by a Chartered Accountant and submit the audited financials along with Form 8.

B. DIR-3 KYC for Designated Partners

Every Designated Partner must file DIR-3 KYC annually to keep their Director Identification Number (DIN) active.

Due Date: September 30 of every year
Penalty for Non-Filing: ₹5,000 and deactivation of DIN

C. Filing Form 3 for Agreement Changes

If there are changes to the LLP Agreement (such as change in profit-sharing ratio, name of LLP, business activities, etc.), Form 3 must be filed within 30 days of the change.

LLP Annual Compliance Calendar (FY 2024–25)

Compliance Form Due Date
Annual Return Form 11 May 30, 2025
Statement of Accounts Form 8 October 30, 2025
Income Tax Return ITR-5 July 31, 2025*
DIR-3 KYC (Partners) DIR-3 KYC September 30, 2025
Change in Agreement (if any) Form 3 Within 30 days

*Extended to October 31 or November 30, depending on audit or TP applicability

Penalties for Non-Compliance

Failing to meet compliance deadlines can result in significant fines and consequences:

  • Form 8 & Form 11: ₹100 per day, per form (no maximum limit)

  • Income Tax Late Filing: Penalty under Section 234F (₹1,000 to ₹5,000)

  • DIN Non-KYC: Deactivation of DIN + ₹5,000 penalty

  • Possible prosecution or disqualification of designated partners for chronic non-compliance

Benefits of Timely LLP Compliance

  • Maintains active and good standing status on MCA records

  • Avoids hefty penalties and legal action

  • Boosts trust with banks, clients, and investors

  • Enables easy access to loans and government registrations

  • Simplifies future conversion to company or closure procedures

Conclusion

Compliance for an LLP may be simpler than for a company, but it is equally important. Whether the LLP is active, dormant, or newly incorporated, it must fulfill its annual filing obligations with the ROC and Income Tax Department to remain in good legal standing.

Avoid unnecessary penalties and disruptions by tracking due dates, keeping financial records in order, and consulting professionals for audits and filings. Proactive compliance is not just a legal necessity—it is a business discipline that reflects responsibility and credibility.

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