An LLP files two forms with the Registrar every year, whatever it earned and even if it did no business at all: Form 11, the annual return, by 30 May, and Form 8, the statement of account and solvency, by 30 October. Both dates assume the usual 31 March year end. Miss either and additional fees start running from the next day.
That is the whole answer for most partners. The details below are about what each form contains, who has to sign it, when an audit comes in, and what to do if a year has already slipped. If you would rather not track any of this, our LLP annual compliance service prepares both forms and files them for you.
The two forms at a glance
| Form 11 | Form 8 | |
|---|---|---|
| What it is | Annual return: partners, designated partners, contributions, changes during the year | Statement of account and solvency: a solvency declaration plus the year’s income, expenditure, assets and liabilities |
| Law | Section 35 of the LLP Act, read with rule 25 | Section 34 of the LLP Act, read with rule 24 |
| Due | Within 60 days of the end of the financial year (30 May) | Within 30 days from the end of six months of the financial year (30 October) |
| Covers | The position as at 31 March | The financial year just ended |
| Nil year? | Still required | Still required |
The MCA’s LLP e-filing page states both time limits. The order catches people out: the annual return comes first, months before the accounts form, so a busy partner who waits for the accountant before doing anything has usually already missed Form 11.
Form 11: the annual return
Form 11 is a snapshot of who the LLP is. It lists the partners and designated partners, each one’s contribution, the total obligation of contribution, and any partner changes during the year. It also asks about penalties or compounding under the Act.
A designated partner signs it with a digital signature. According to the Form 11 instruction kit, a designated partner’s certification is enough while total contribution stays within ₹50 lakh and turnover within ₹5 crore. Above either figure, a company secretary in whole-time practice must certify the form.
Because Form 11 reports partner details, check that earlier changes were filed. If a partner joined or left during the year and the change was never reported in Form 4, the annual return will not match the register, and that gap needs fixing first.
Form 8: the statement of account and solvency
Form 8 has two parts. In the first, the designated partners declare whether the LLP can pay its debts in full as they fall due in the normal course of business. The second carries the statement of assets and liabilities and the statement of income and expenditure for the year.
The Form 8 instruction kit provides for digital signatures from designated partners and a certificate on the form. Where the LLP’s accounts are audited, the auditor certifies; otherwise a practising professional does. The solvency declaration is a statement of fact signed by the partners, so do not sign it without looking at the numbers.
When an LLP needs an audit
An LLP’s accounts must be audited only if, in the financial year, its turnover exceeds ₹40 lakh or its partners’ contribution exceeds ₹25 lakh. Below both limits the partners can choose not to have an audit, as the MCA’s disclosure, audit and filing requirements explain. This is the main reason small LLPs are cheaper to run than companies.
Two practical points. First, the limit is tested each year, so a growing LLP can cross it without noticing. Second, an LLP below the MCA limit may still need a tax audit under income tax law if its business crosses the separate thresholds there; the two tests are independent.
What late filing costs
A late Form 11 or Form 8 can still be filed, but with additional fees on top of the normal filing fee. The fee grows with the length of the delay, and the instruction kits set a lighter scale for small LLPs than for others. The LLP Act was amended in 2021 to rework these fees and penalties. Very long delays can also expose the LLP and its designated partners to penalty proceedings.
The MCA has, in some past years, relaxed additional fees for a limited window by circular. Do not plan around that; such relaxations are one-off.
If you have missed a year, file the earliest pending year first and work forward. Each year’s Form 11 should be consistent with the next, and filing out of order invites mismatches.
The rest of the LLP’s year
Forms 8 and 11 are the MCA side. An LLP also files an income tax return every year, and each designated partner completes the KYC for their identification number when it is due. Event-based filings sit outside the annual cycle: a change of partner or designated partner is reported in Form 4, and a change to the LLP agreement in Form 3, each within 30 days of the change.
Frequently asked questions
Does an LLP with no business still file Form 8 and Form 11?
Yes. Both forms are required for every financial year from incorporation, including a year with no transactions. A dormant LLP files them with nil figures.
Our LLP was set up in February. Do we file for that short first year?
The LLP’s financial year generally ends on 31 March, so an LLP incorporated late in the year will usually have a short first period. Ask your adviser how the first year applies to your incorporation date before the first 30 May.
Can one designated partner sign both forms?
Form 11 is signed by a designated partner. Form 8 involves designated partners’ signatures on the solvency declaration. Check the current kit, and make sure every signer’s digital signature certificate is valid well before the due date.
Complianto (complianto.in), operated by Mentorcorp Private Limited, is a private consultancy and is not affiliated with any government body. We do not issue official documents. We charge a professional fee for application assistance and advisory services. Applicants can apply directly to the government without our fees via the official portals: MCA (mca.gov.in), Income Tax (incometax.gov.in), GST (gst.gov.in), MSME (udyamregistration.gov.in), FSSAI (foscos.fssai.gov.in), Startup India (startupindia.gov.in), and IP India (ipindia.gov.in).
This article is general information, not legal or tax advice.
