LLP registration: real cost, FiLLiP fee by contribution, and stamp duty

You are about to register a Limited Liability Partnership (LLP) and you want one honest number: what will the government side cost? Search results mix up three different things: the fee the Registrar charges, the stamp duty your state charges on the LLP agreement, and the charge of whoever helps you file. This article covers the first two, from the law as it stands. It does not quote any service charge, because that is a private arrangement and not law.

Short answer. The Registrar's fee depends on the total contribution your partners put in. It runs from ₹500 (contribution up to ₹1 lakh) to ₹25,000 (contribution above ₹1 crore). Stamp duty on the LLP agreement is a separate state matter. Karnataka has a specific article for it. Andhra Pradesh has no LLP article in its schedule, so we state no figure. Telangana's figure is not something we have verified, so we do not state one.

What the Act and Rules say about the fee

To incorporate an LLP, two or more persons associated for a lawful business with a view to profit subscribe their names to an incorporation document. The document is filed "in such manner and with such fees, as may be prescribed" (section 11(1)(b), Limited Liability Partnership Act 2008). A statement in the prescribed form is filed with it (section 11(1)(c), LLP Act 2008).

The prescribed manner is in the rules. The incorporation document is filed in Form FiLLiP with the Registrar for the State where the registered office will be, "alongwith fee as provided in Annexure 'A'" (rule 11(1), Limited Liability Partnership Rules 2009, as substituted by the Limited Liability Partnership (Second Amendment) Rules 2018, S.O. 896(E), 18 September 2018). Form FiLLiP replaced the older Form 2.

Rule 5 is the general fee rule. It says the fees payable under the Act and the rules are "as mentioned in Annexure 'A'" (rule 5(1), LLP Rules 2009).

The FiLLiP fee by contribution slab

Annexure A was substituted by the Limited Liability Partnership (Amendment) Rules 2022 (G.S.R. 109(E), 11 February 2022), in force from 1 April 2022. Item 1 sets the fee for registering an LLP, including converting a firm, a private company or an unlisted public company into an LLP (Annexure A, item 1, LLP Rules 2009):

We checked the later LLP amendment notifications we hold: the Second Amendment Rules 2022 (G.S.R. 173(E), 4 March 2022), the 2023 amendment (G.S.R. 411(E), 2 June 2023, which substitutes Form 3) and the 2024 amendment (G.S.R. 475(E), 5 August 2024, which concerns rule 37). None substitutes Annexure A. A further 2023 notification (G.S.R. 803(E), 27 October 2023) is mentioned in a footnote but we have not read it, so we cannot say it leaves the table untouched. Even so, fee tables are the kind of thing that changes quietly. Check the current figure on the MCA portal before you pay.

Two practical points follow from the table.

First, the slab is chosen by contribution, not by how much you expect to earn. Contribution is the amount the partners agree to put in, as written in the LLP agreement and the incorporation document.

Second, a low contribution is cheaper at registration but may not suit the business. Choose the contribution the partners actually intend; the fee should not be the only driver.

If your contribution goes up later

Annexure A, item 2 says "the difference between the fees payable on the increased slab of contribution and the fees paid on the preceding slab of contribution shall be paid through Form 3" (Annexure A, item 2, LLP Rules 2009).

Example. You register with a contribution of ₹4 lakh, so you pay ₹2,000. Later the partners raise it to ₹8 lakh. The slab fee at ₹8 lakh is ₹4,000. The difference of ₹2,000 is paid through Form 3. This follows the table and item 2 directly.

Other government fees you may meet on the way

Reserving the name. The fee for "reservation of name under section 16 of the Act" is ₹200 for a small LLP and ₹200 for any other LLP (Annexure A, item 5(1)(a), LLP Rules 2009). You can apply through Form RUN-LLP, and an approved reserved name can be used as the proposed name in FiLLiP (rule 11(1), LLP Rules 2009, as substituted in 2018). A name can also be proposed through FiLLiP itself.

Designated partner identification numbers. If a person to be designated partner has no DPIN or DIN, the application for a DPIN is made in the same FiLLiP form. The rule limits how many individuals can be covered that way: the second proviso to rule 11(1) now reads "five" instead of "two" (Limited Liability Partnership (Second Amendment) Rules 2022, G.S.R. 173(E), 4 March 2022).

Filing other forms later. For filing a form, statement or document, the fee also depends on contribution. For contribution up to ₹1 lakh it is ₹50. For above ₹1 lakh up to ₹5 lakh it is ₹100. Above ₹5 lakh up to ₹10 lakh it is ₹150. Above ₹10 lakh up to ₹25 lakh it is ₹200. Above ₹25 lakh up to ₹1 crore it is ₹400. Above ₹1 crore it is ₹600 (Annexure A, item 3, LLP Rules 2009).

Changes in partners. Notice of appointment, cessation, or change of name, address or designation of a partner or designated partner, in Form 4, costs ₹50 for a small LLP and ₹150 for other LLPs (Annexure A, item 4, LLP Rules 2009).

Late filing. A table of additional fee applies to delay in filing forms. For a delay of up to 15 days it is one times the normal filing fee. It then steps up with the delay, to 25 times (small LLPs) or 50 times (other LLPs) the normal filing fee beyond 360 days, with a per-day add-on for Forms 8 and 11 (Annexure A, item 8, LLP Rules 2009). The first few filings after incorporation are where founders usually slip. Put the dates in your calendar.

Stamp duty on the LLP agreement

The Registrar's fee is only part of the cost. The LLP agreement is a document that needs stamp duty, and stamp duty is a state subject. The rate depends on the state, and on how the state's stamp law treats LLPs.

Karnataka

Karnataka has a dedicated entry for LLPs: Article 40-A, Karnataka Stamp Act 1957. For the constitution of an LLP, or conversion of a firm, private company or unlisted public company into an LLP:

• where the capital does not exceed ₹10 lakh, the duty is ₹5,000;
• where the capital exceeds ₹10 lakh, the duty is "Rupees Five thousand plus rupees one thousand for every rupees five lakhs or part thereof, exceeding rupees ten lakhs capital amount, subject to a maximum of rupees Twenty five lakhs".

These figures were substituted by Karnataka Act 04 of 2024, in force from 3 February 2024 (Article 40-A, Karnataka Stamp Act 1957, as amended).

Worked from that wording: capital of ₹25 lakh exceeds ₹10 lakh by ₹15 lakh, which is three blocks of ₹5 lakh, so ₹5,000 plus ₹3,000 gives ₹8,000. Capital of ₹50 lakh exceeds ₹10 lakh by ₹40 lakh, which is eight blocks, so ₹5,000 plus ₹8,000 gives ₹13,000. These are our calculations from the quoted formula, not figures printed in the Act. The same Article also has a separate entry for reconstruction or amalgamation of an LLP, which does not apply to a fresh registration.

Andhra Pradesh

The Andhra Pradesh schedule of the Indian Stamp Act 1899 (Schedule I-A as applicable to Andhra Pradesh) has no article specific to an LLP agreement. We therefore state no Andhra Pradesh figure and do not apply the general partnership article to an LLP. Whether and how the state charges an LLP agreement is not settled on the texts we have. Ask the local Sub-Registrar's office, or a local practitioner, before you stamp the agreement.

Telangana

We have not verified Telangana's stamp duty on an LLP agreement. The Telangana stamp revision we hold (G.O.Ms.No.59, 20 July 2021) revises property instruments such as sale agreements and conveyances, not LLP agreements. So we state no Telangana figure. Check the state stamp schedule or the MCA stamp-duty rates page for Telangana before you sign.

Other states

For any other state, look up the state's own stamp schedule. Do not carry a Karnataka or Andhra Pradesh figure across.

Putting the cost together

Here is the shape of the government cost for a new LLP, in order:

• Name reservation, if you reserve through RUN-LLP: ₹200 (Annexure A, item 5(1)(a)).
• FiLLiP fee by contribution slab: ₹500 to ₹25,000 (Annexure A, item 1).
• Stamp duty on the LLP agreement: state-specific, as above.
• Later: Form 3 top-up if contribution moves to a higher slab; Form 4 fee when partners change.

Not covered here, because it is not in the text we rely on: digital signature certificate charges, charges for notarising or attesting documents, and anything a service provider charges. Those vary. Ask for an itemised quote and check each line against the heads above.

What not to do

• Do not pick the lowest slab only to save on the fee if your real contribution is higher. The incorporation document and the agreement must show the contribution the partners actually agree.
• Do not copy another state's stamp figure into your budget.
• Do not treat an "all-inclusive" number you see online as law. The law fixes only the Registrar's fee and the state's stamp duty. Everything else is a private charge.
• Do not file late. Additional fees run on a multiplier of the normal fee (Annexure A, item 8).

What to do now

• Next step: decide the total contribution and write it into the LLP agreement. That fixes your FiLLiP slab (Annexure A, item 1, LLP Rules 2009).
• Then: check your state's stamp duty on the LLP agreement before signing (Article 40-A, Karnataka Stamp Act 1957, for Karnataka; local confirmation for Andhra Pradesh and Telangana).
• Deadline: there is no statutory deadline to register an LLP, but late filing of later forms attracts additional fee on a sliding scale (Annexure A, item 8, LLP Rules 2009).
• Consequence of getting it wrong: a wrong slab means a Form 3 top-up (Annexure A, item 2). An under-stamped agreement can cause stamp-law trouble later; that is general knowledge, unsourced here.

Have a CA review your facts before you act or file.

FAQs

Is the FiLLiP fee the total cost of registering an LLP?
No. It is the Registrar's fee for incorporation (rule 11(1), LLP Rules 2009). Name reservation and stamp duty on the agreement are separate.

What is the cheapest slab?
Contribution up to ₹1 lakh, at ₹500 (Annexure A, item 1). A larger contribution costs more.

Does the fee change if I convert a firm or a company into an LLP?
The same item 1 covers conversion of a firm, a private company or an unlisted public company (Annexure A, item 1, LLP Rules 2009).

What if my contribution increases after registration?
Pay the difference between the new slab fee and the earlier slab fee through Form 3 (Annexure A, item 2).

Is there stamp duty on an LLP agreement everywhere?
It is a state subject. Karnataka has Article 40-A. For Andhra Pradesh we found no LLP article. For Telangana we have no verified figure.

Where do I check the live fee?
On the MCA portal, before you pay. Fee tables can be amended after the text we rely on.

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See Also

• Converting our LLP into a private limited company
• Startup India (DPIIT) recognition rejected — what to fix and reapply
• Starting a Section 8 company and getting 12A/80G: the steps in order