Why LLP Annual Filing Cannot Be Skipped
Every Limited Liability Partnership registered in India — whether actively trading, recently incorporated, or lying dormant — must file two mandatory annual returns with the Ministry of Corporate Affairs (MCA): Form 11 (Annual Return) and Form 8 (Statement of Account & Solvency). These filings are required under the Limited Liability Partnership Act, 2008, and are submitted through the MCA V3 portal at mca.gov.in.
Non-compliance is expensive, and the cost structure has changed. Since 1 April 2022, the late-filing additional fee for Form 8 and Form 11 is no longer a flat ₹100 per day. Under the LLP (Amendment) Rules, 2022, it is charged as a multiple of the normal filing fee that escalates with the length of the delay — and the multiple is lower for a "Small LLP" (capital contribution up to ₹25 lakh and turnover up to ₹40 lakh) than for any other LLP. A delay of 180–360 days, for example, attracts 15 times the normal fee for a Small LLP and 30 times for other LLPs, charged per form. Persistent non-filers additionally risk prosecution of their designated partners and, in severe cases, the Registrar of Companies striking off the LLP from the register under Section 75 of the LLP Act, effectively terminating its legal existence.
Understanding both forms — their contents, signatories, due dates, and the audit requirements that govern them — is essential for every designated partner, practising CA, and CS managing LLP compliance in FY 2025-26.
Form 11: LLP Annual Return
What Form 11 Contains
Form 11 is the Annual Return of an LLP, filed with the Registrar of Companies under Section 35 of the LLP Act, 2008, read with Rule 25 of the LLP Rules, 2009. It is not a financial document — it is an organisational snapshot of the LLP as at the close of the financial year (31 March). It captures the following information:
- Name, registered office address, and LLPIN (Limited Liability Partnership Identification Number) of the LLP
- Total number of partners and designated partners as at 31 March
- Names, DPINs (Designated Partner Identification Numbers), PAN, and address details of every partner and designated partner
- Changes in partners or designated partners during the year — appointments, resignations, and effective dates
- Whether any body corporate (company, another LLP, etc.) is a partner, with full details of such entity
- Principal business activities of the LLP
- Total obligation of contribution as per the LLP Agreement
Due Date: 30 May Every Year
Form 11 must be filed within 60 days from the close of the financial year. Since most LLPs follow the standard April-to-March financial year, the filing deadline is 30 May each year. For FY 2025-26, Form 11 is due by 30 May 2026.
Who Must Sign Form 11
The form is digitally signed by a designated partner using their Class 3 DSC. For LLPs where the total partner contribution exceeds ₹50 lakh or annual turnover exceeds ₹5 crore, Form 11 must additionally be certified by a Company Secretary in practice. Note that the LLP Rules require this certification specifically from a practising CS — unlike Form 8, a Chartered Accountant or Cost Accountant cannot certify Form 11. LLPs below both these thresholds need only the designated partner's DSC, which keeps the compliance cost low for smaller entities.
Form 8: Statement of Account and Solvency
What Form 8 Contains
Form 8 is the financial filing of the LLP, filed under Section 34 of the LLP Act, 2008. Unlike Form 11, which covers organisational details, Form 8 presents the LLP's financial position and a solvency declaration. It has two parts:
- Part A — Statement of Solvency: A declaration by the designated partners that the LLP is solvent — meaning it is able to pay its debts in the ordinary course of business as they fall due. This declaration has legal significance and must be signed with care.
- Part B — Statement of Account (Statement of Income & Expenditure): The Balance Sheet as at 31 March and the Statement of Profit & Loss for the financial year. LLPs use the LLP-specific format prescribed under the LLP Rules, which is distinct from the Companies Act Schedule III format.
Due Date: 30 October Every Year
Form 8 must be filed within 30 days from the end of six months of the financial year. For an April-to-March financial year, six months end on 30 September, making the due date 30 October every year. For FY 2025-26, Form 8 is due by 30 October 2026.
Note that Form 8 has a later due date than Form 11, even though it covers the full financial year. This is by design — it gives LLPs adequate time to prepare and (where required) audit their accounts before submission.
Who Must Sign Form 8
Form 8 must be digitally signed by both designated partners of the LLP. If the LLP's accounts are subject to audit — i.e., turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh — the form must also carry the certificate of a practising Chartered Accountant.
When Is an LLP Audit Mandatory?
The LLP Act does not impose a universal audit requirement. Under Rule 24 of the LLP Rules, 2009, audit by a practising Chartered Accountant is compulsory only when either of the following thresholds is crossed:
- Annual turnover in the financial year exceeds ₹40 lakh, or
- Total capital contribution of partners exceeds ₹25 lakh
LLPs below both thresholds may file Form 8 based on internally prepared accounts, without a CA's certificate. This is one of the key compliance advantages LLPs have over private limited companies, where statutory audit is mandatory regardless of turnover.
A separate tax audit under Section 44AB of the Income Tax Act, 1961 may be triggered at a different and generally higher threshold. For AY 2026-27 this is ₹1 crore of turnover for businesses (raised to ₹10 crore where both cash receipts and cash payments do not exceed 5% of the total) and ₹50 lakh of gross receipts for professionals. A tax audit involves Form 3CA/3CB and Form 3CD filed on the Income Tax portal and is separate from the LLP Act audit. An LLP can be below the LLP Act audit threshold but above the Section 44AB threshold — in which case a tax audit is required for income tax purposes but a CA certificate is not needed on Form 8.
When in doubt, consult a practising CA to determine which audit obligations apply based on your LLP's specific turnover and contribution figures for the year.
How to File Form 11 and Form 8 on the MCA Portal
Both forms are filed on the MCA V3 portal (mca.gov.in). Since MCA's transition to V3, LLP e-forms are filed as web-based forms through the portal, which requires a registered Business User account with a linked and registered DSC.
Pre-filing Checklist
- Ensure the designated partner's DPIN is active and KYC is current (DIR-3 KYC filed annually)
- Register or renew the Class 3 DSC and associate it with the MCA V3 account
- Keep the LLP's LLPIN and details of any partner changes during the year ready
- For Form 8, have the completed financial statements prepared in the LLP-prescribed format
- For audited LLPs, have the signed CA certificate ready before submitting Form 8
Filing Steps on MCA V3
- Log in to MCA V3: Visit mca.gov.in and sign in under the Business User category. First-time filers need to register with a valid email and mobile number.
- Navigate to LLP e-Forms: Go to MCA Services → LLP e-Filing. Select Form 11 (Annual Return) or Form 8 (Statement of Account & Solvency) as required.
- Fill the web form: Complete all mandatory fields directly in the V3 web form. For Form 8, attach the financial statements (Balance Sheet, Profit & Loss) and, where applicable, the auditor's report as PDF.
- Affix DSC and certify: The designated partner affixes their registered DSC on the form. For Form 8, the second designated partner also signs. Add the professional's DSC certification if applicable.
- Submit and pay government fee: Submit the signed form on the portal. The system calculates the applicable fee based on the LLP's contribution slab. Pay online via net banking, UPI, or debit/credit card.
- Receive SRN: On successful submission, a Service Request Number (SRN) is generated. Save this for tracking the filing's processing status and for future reference with the Registrar.
Government Filing Fees and Late Fees
Government Filing Fees
The normal government fee for both Form 11 and Form 8 is determined by the LLP's total capital contribution (the total amount partners are obligated to contribute as per the LLP Agreement). Both forms follow the same fee slab:
| Total Contribution | Normal Filing Fee (per form) |
|---|---|
| Up to ₹1 lakh | ₹50 |
| Above ₹1 lakh up to ₹5 lakh | ₹100 |
| Above ₹5 lakh up to ₹10 lakh | ₹150 |
| Above ₹10 lakh up to ₹25 lakh | ₹200 |
| Above ₹25 lakh up to ₹1 crore | ₹400 |
| Above ₹1 crore | ₹600 |
Professional fees for a CA or CS to prepare and file both forms typically range from ₹2,000 to ₹8,000 for a straightforward LLP not requiring audit, and ₹10,000 to ₹30,000 or more if a statutory audit is involved, depending on the complexity of the accounts.
Late Filing Additional Fee
If either form is filed after its due date, an additional fee applies on top of the normal fee. The flat "₹100 per day" rule that applied before 2022 no longer exists. Since 1 April 2022, under the LLP (Amendment) Rules, 2022, the additional fee for Form 8 and Form 11 is calculated as a multiple of the normal filing fee based on the period of delay, and it is lower for a Small LLP than for other LLPs:
| Period of delay | Small LLP | Other than Small LLP |
|---|---|---|
| Up to 15 days | 1× normal fee | 1× normal fee |
| More than 15 and up to 30 days | 2× | 4× |
| More than 30 and up to 60 days | 4× | 8× |
| More than 60 and up to 90 days | 6× | 12× |
| More than 90 and up to 180 days | 10× | 20× |
| More than 180 and up to 360 days | 15× | 30× |
| Beyond 360 days | 15× + ₹10 per day | 30× + ₹20 per day |
A worked example shows how this plays out. A Small LLP with contribution under ₹1 lakh (normal fee ₹50 per form) that files Form 11 around five months late — in the 90–180 day slab — pays 10 × ₹50 = ₹500 as additional fee, plus the ₹50 normal fee. The same delay for an other-than-Small LLP whose contribution is between ₹5 lakh and ₹10 lakh (normal fee ₹150) costs 20 × ₹150 = ₹3,000 in additional fee per form. The longer the delay and the larger the LLP, the steeper the multiple — which is why filing even a nil return on time matters. The additional fee stops growing on the date you file, so if a deadline has already been missed, the best course is to file immediately.
Beyond the additional fees, persistent non-compliance can result in the MCA issuing notices to designated partners and, ultimately, the Registrar of Companies initiating action under Section 75 of the LLP Act to strike the LLP off the register.
Dormant and Nil-Turnover LLPs: No Exemption
A common misconception is that LLPs with no business activity do not need to file annual returns. This is incorrect. The LLP Act imposes filing obligations on all registered LLPs without exception — including those that have not commenced operations, have nil revenue, or have been inactive since incorporation. A newly registered LLP that has done no business during its first financial year must still file both Form 11 (with partner details as at 31 March) and Form 8 (showing a nil Balance Sheet and P&L, along with a solvency declaration).
Nil annual filing is straightforward and inexpensive — the normal government fee is at the lowest slab (₹50 per form) for most new LLPs — but it must be done on time to avoid the escalating additional fee, which is calculated on that normal fee and multiplies with delay.
Income Tax Return: ITR-5
Alongside MCA annual filings, every LLP must file its Income Tax Return using ITR-5 on the Income Tax portal (incometax.gov.in). The standard due dates for AY 2026-27 are:
- 31 July 2026 — for LLPs not required to get their accounts audited under the Income Tax Act
- 31 October 2026 — for LLPs whose accounts must be audited (whether under the LLP Act or under Section 44AB of the Income Tax Act); the tax audit report itself is due by 30 September 2026
These dates are sometimes extended by CBDT notification for a given assessment year, so confirm the current circular before filing.
LLPs are taxed at a flat rate of 30% on total taxable income, plus a surcharge of 12% when income exceeds ₹1 crore, and a 4% health and education cess on the aggregate of tax and surcharge. Unlike companies, LLPs are not subject to Minimum Alternate Tax (MAT) under Section 115JB, nor to Dividend Distribution Tax (DDT, abolished in 2020). However, an LLP that claims certain deductions can attract Alternate Minimum Tax (AMT) at 18.5% (plus surcharge and cess) on its adjusted total income under Section 115JC, where that adjusted total income exceeds ₹20 lakh. Remuneration and interest paid to partners are deductible expenses, subject to the ceilings in Section 40(b) of the Income Tax Act (revised in recent Finance Acts) — a planning point worth reviewing with your CA each year.
Form 11 vs Form 8: Side-by-Side Summary
| Feature | Form 11 — Annual Return | Form 8 — Statement of Account & Solvency |
|---|---|---|
| Governing provision | Section 35, LLP Act 2008 | Section 34, LLP Act 2008 |
| Nature of filing | Organisational / partner details | Financial statements + solvency declaration |
| Due date | 30 May (60 days from 31 March) | 30 October (30 days after 30 September) |
| Signatories | 1 designated partner (+ CS in practice if thresholds met) | Both designated partners (+ CA if audit required) |
| Audit / professional certificate | CS certificate if contribution >₹50L or turnover >₹5 crore | CA certificate if turnover >₹40L or contribution >₹25L |
| Late filing fee | Multiple of normal fee by delay slab (1×–15× Small / 1×–30× other) | Multiple of normal fee by delay slab (1×–15× Small / 1×–30× other) |
LLP Compliance Calendar for FY 2025-26
Use this calendar to plan your LLP's annual compliance cycle for FY 2025-26:
- 31 March 2026 — Close books of account for FY 2025-26
- 30 May 2026 — File Form 11 (Annual Return) on MCA portal
- 31 July 2026 — File ITR-5 (non-audited LLPs)
- 30 September 2026 — Complete audit (if applicable), finalise accounts, and (where Section 44AB applies) furnish the tax audit report
- 30 October 2026 — File Form 8 (Statement of Account & Solvency)
- 31 October 2026 — File ITR-5 (audited LLPs)
- Ongoing — GST returns (monthly GSTR-1 + GSTR-3B, or quarterly under QRMP scheme) if GSTIN is registered
- By 30 September each year — DIR-3 KYC for all designated partners
To verify your LLP's current MCA filing status, LLPIN details, or designated partner information, you can search by company or LLP name on WeeDoo — India's free MCA company search covering over 27 lakh companies and LLPs.