Annual filings of an LLP.
An LLP files two forms a year, on two fixed dates that have nothing to do with when any meeting is held: the annual return by 30 May and the statement of account and solvency by 30 October. Neither depends on turnover. An LLP that has never traded owes both, every year, and the additional fee for missing them runs per day.
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Simpler than a company, and missed just as often.
LLP annual compliance is genuinely lighter than a company's. There is no annual general meeting, no board report, no annual return running to dozens of pages. Two forms, two fixed dates, and for most small LLPs no audit at all.
That lightness is precisely why it gets forgotten. There is no meeting to trigger the process, no auditor asking for records, no accountant chasing a signature. The dates are 30 May and 30 October and nothing happens in between to remind anyone that they are coming.
The second thing people misjudge is who has to file. Both forms are due whether or not the LLP traded. An LLP incorporated three years ago that never opened a bank account still owes six filings, and the additional fee has been accruing on all of them.
Unlike a company, an LLP has no equivalent of the three-year director disqualification — but the exposure is real in a different way. The additional fee accrues per day of delay, the designated partners carry personal responsibility for the filings, and a persistently non-filing LLP can be struck off. On an LLP that was never going to trade, the honest answer is often closure rather than another year of accruing fees.
Two forms, and what sits behind each.
| What | Form and date | What it contains and who signs |
|---|---|---|
| Annual return | Form 11, by 30 May — within 60 days of the close of the financial year | Partners and designated partners, contribution, changes during the year, and details of other entities in which partners hold an interest. Signed by two designated partners, and certified by a company secretary in practice where turnover or contribution exceeds the prescribed thresholds |
| Statement of account and solvency | Form 8, by 30 October — within 30 days from the end of six months after the year end | Statement of assets and liabilities, income and expenditure, and a declaration of solvency by the designated partners. Certified by an auditor where audit applies, otherwise by a chartered accountant, company secretary or cost accountant in practice |
| Audit | Before Form 8, where applicable | Mandatory where contribution exceeds ₹25 lakh or turnover exceeds ₹40 lakh. The two tests are independent — either one triggers it |
| Income-tax return | On the due date applicable to the LLP | Runs separately from the ROC filings and is not a substitute for them. An LLP that has filed its tax return has not filed Form 8 or Form 11 |
An LLP's financial year is fixed at 1 April to 31 March by the LLP Act. Unlike a company in its first year, an LLP cannot extend or shorten it, which is why the two dates never move.
Six ways LLPs get caught.
"We had no business, so there was nothing to file"
The most common belief and the most expensive one. Both forms are due regardless of activity. A nil LLP files a nil Form 8 and a Form 11 showing the partners — and if it does not, the additional fee accrues exactly as it would for a trading one.
The income-tax return was treated as enough
The tax return and the ROC filings are separate obligations to separate authorities. An accountant who files the income-tax return every year is not filing Form 8 and Form 11, and LLPs routinely discover the gap only when the accumulated fee is quoted to them.
The audit threshold was crossed unnoticed
Audit becomes mandatory once contribution exceeds ₹25 lakh or turnover exceeds ₹40 lakh. An LLP that increased its contribution in March acquires an audit obligation for that year, and finds out in October when Form 8 needs an auditor's certificate that does not exist.
Form 11 needed certification and did not have it
Where turnover or contribution exceeds the prescribed thresholds, the annual return has to be certified by a company secretary in practice. A growing LLP crosses the line and the filing that always worked before is suddenly rejected in the last week of May.
Form 3 was never filed for an old change
Form 11 reports the partners and their contribution. Where a partner joined, left or changed contribution years ago and Form 3 or Form 4 was never filed, the annual return cannot be reconciled with the record. That backlog has to be cleared before the current year can be filed cleanly.
Fees kept accruing on an LLP nobody wanted
An LLP formed for a venture that never started continues to accumulate additional fee on two forms a year, indefinitely. Where there is genuinely no future use for it, closing it costs less than carrying it — and the calculation is worth doing rather than assuming.
What you receive.
The year, in two halves.
Reconcile the partner record
The partners, designated partners and contribution shown on the MCA record are checked against what the LLP agreement and the accounts actually say. Any missing Form 3 or Form 4 is identified now, because it blocks a clean Form 11.
File Form 11
The annual return is prepared, signed by two designated partners, certified by a company secretary in practice where the thresholds require it, and filed by 30 May.
Test the audit threshold
Contribution and turnover for the year are tested against the audit limits. Where either is crossed, the auditor is appointed and the audit scheduled with enough time to finish before the Form 8 date rather than in the last fortnight.
Prepare the accounts
The statement of assets and liabilities and the statement of income and expenditure are finalised, audited where applicable, and reviewed against the contribution and partner positions reported in Form 11.
File Form 8
The statement of account and solvency is signed by the designated partners with the declaration of solvency, certified as the case requires, and filed by 30 October.
Close and diarise
The year's file is closed, the LLP agreement position confirmed as current, and next year's two dates issued along with anything else the LLP owes — including partner KYC, which sits outside this cycle entirely.
Four things to start.
The filing history
Checked first, because it decides whether this is one year or several.
- Last Form 8 and Form 11 filed, and for which year
- Any Form 3 or Form 4 that was never filed
- Certificate of incorporation and LLPIN
The accounts
Whatever exists. A nil LLP still needs a statement, and we can work from very little.
- Statement of assets and liabilities
- Income and expenditure for the year
- Bank statements where no books exist
The partner position
Form 11 reports this, so it has to reconcile with the record.
- Current partners and designated partners with DPIN
- Contribution of each, and any change during the year
- Other entities in which any partner holds an interest
The year's numbers
These decide the audit and certification questions before either becomes urgent.
- Turnover for the year
- Total contribution as at the year end
- Whether an auditor has been appointed
What this looks like in Goa.
It falls in the quietest part of the year for most Goa businesses, which should make it easy and instead makes it invisible. Nobody is thinking about the LLP in May, and by the time the season starts the deadline is already behind.
A great many were formed here for ventures that did not proceed. Each is quietly accumulating additional fee on two forms a year. The question worth asking is whether the LLP has a future at all, because if it does not, closing it is the cheaper answer.
Partners often put money in at the end of the financial year. If that takes contribution past ₹25 lakh, the LLP has acquired an audit obligation for the year that just ended — discovered in October, with weeks to arrange it.
Where the same person files the income-tax return every year, partners assume the ROC side is covered too. It is a different filing to a different authority, and the gap usually surfaces years later.
Partner admissions, retirements and contribution changes recorded in a deed but never filed in Form 3 make Form 11 impossible to reconcile. Clearing that backlog is normally the first real work on an LLP in arrears.
Usually needed alongside this.
LLP annual filings, answered.
What annual filings does an LLP have to make?
Two, on fixed dates:
- Form 11, the annual return, by 30 May — within 60 days of the close of the financial year
- Form 8, the statement of account and solvency, by 30 October — within 30 days from the end of six months after the year end
Both are due whether or not the LLP traded, and neither depends on a meeting being held. The income-tax return is a separate obligation on its own timeline.
Does a dormant LLP still have to file?
Yes. There is no exemption for inactivity. An LLP with no bank account, no turnover and no transactions still files a nil Form 8 and a Form 11 showing its partners, every year, from the year of incorporation onwards.
Where the LLP genuinely has no future, the sensible course is to close it rather than carry it. The additional fee accrues on both forms every year and the arithmetic gets worse indefinitely.
When does an LLP need an audit?
Where contribution exceeds ₹25 lakh or turnover exceeds ₹40 lakh. The two tests are independent — satisfying either one makes the audit mandatory.
The contribution test catches people out because it has nothing to do with how much business the LLP does. An LLP that increases partner contribution past the limit acquires a permanent annual audit obligation from that year, which is why the contribution figure should be set deliberately rather than rounded up.
What is the penalty for filing late?
An additional fee that accrues per day of delay, charged on each form separately. Since the LLP amendments, the fee runs on a slab scale that differs for small LLPs and other LLPs, with larger multiples the longer the delay continues.
The important point is that it does not stop. An LLP several years behind carries the accumulated fee on every unfiled form, and the figure is confirmed at the time of filing against the current tables rather than estimated from an old rate.
Is the income-tax return the same as the ROC filing?
No, and this is the most common misunderstanding we correct. The income-tax return goes to the income-tax department. Form 8 and Form 11 go to the Registrar of Companies. Filing one does not satisfy the other.
Where the same accountant handles both, this rarely goes wrong. Where the tax return is filed by one person and nobody is looking after the ROC side, several years can pass before anyone notices — usually when a bank, a buyer or a new partner asks to see the filings.
When does Form 11 need certification by a company secretary?
Where the LLP's turnover exceeds ₹5 crore or its contribution exceeds ₹50 lakh, the annual return must be certified by a company secretary in practice.
Below those thresholds, Form 11 is signed by two designated partners without certification. The contribution threshold is the one that catches LLPs unexpectedly, since it can be crossed by a single capital infusion rather than by trading growth.
Can an LLP change its financial year?
No. The LLP Act fixes the financial year as 1 April to 31 March, and an LLP cannot elect a different period the way a company can in limited circumstances.
That is why the two filing dates never move. An LLP incorporated in January still has a financial year ending on 31 March, and its first Form 11 falls due on the 30 May immediately following — a much shorter first year than most new LLPs expect.
What happens if an LLP has never filed anything?
The filings are made in sequence, oldest year first, with the additional fee computed on each. Before that can happen, any unfiled Form 3 or Form 4 has to be cleared, because Form 11 reports partners and contribution and it has to reconcile with the record.
At that point there is a real decision to make. If the LLP has a future, the backlog is worth clearing. If it does not, the cost of clearing several years of filings should be weighed against closing the LLP instead, and that comparison is worth doing properly before any money is spent.
Who signs the LLP filings?
Form 11 is signed by two designated partners, with certification by a company secretary in practice where the thresholds require it.
Form 8 is signed by two designated partners, who also make the declaration of solvency, and is certified by the auditor where audit applies — otherwise by a chartered accountant, company secretary or cost accountant in practice. Every signing partner needs a current digital signature, which is worth checking in April rather than in the last week of May.
Do partners have their own annual compliance?
Yes. Every individual holding a DPIN files the annual KYC by 30 September, independently of anything the LLP does. A DPIN that is not KYC-verified is deactivated, and a deactivated identification number cannot be used to sign Form 8 or Form 11.
That is the sequence failure we see most often in October: the accounts are ready, the form is drafted, and the designated partner's identification number has been deactivated since the end of September.
Tell us the last year you filed Form 8 and Form 11.
That answer, with the LLPIN, tells us whether this is a routine year or a backlog and what the accumulated fee looks like. If the LLP has never traded, say so — the honest advice may be to close it rather than file.