LLP Annual Filing: Form 8 and Form 11 Explained

The simplest way to remember the two forms: Form 11 tells the Registrar who is in the LLP, and Form 8 tells the Registrar how the LLP's finances stand. They are separate filings with separate legal bases, separate contents and separate windows after the financial year closes.

Form 11 is a snapshot of the LLP's structure. The MCA's instructions for the form describe it as the annual return filed under section 35 read with rule 25(1). It is largely about people and contributions rather than money earned.

• Basic details of the LLP, including its name, identification number and registered office.
• Details of every partner and designated partner, whether an individual or a body corporate, including identification details such as the designated partner's DIN.
• Each partner's obligation of contribution, and the total obligation of contribution of all partners.
• Details of any penalties imposed on, or offences compounded by, the LLP or its partners during the year.

Under rule 25, the annual return is accompanied by a certificate. For smaller LLPs, measured by turnover or contribution, that certificate comes from a designated partner other than the one who signs the return. For all other LLPs, it comes from a company secretary in practice who has checked the particulars against the LLP's books and records. The size limits are set in rule 25 and can change, so ask your company secretary which route applies to your LLP this year.

Section 34 of the Act requires every LLP to prepare a Statement of Account and Solvency for each financial year, signed by its designated partners, and to file it with the Registrar. Form 8 is the prescribed form for that filing under rule 24.

• A declaration by the designated partners about the state of the LLP's solvency.
• A statement of assets and liabilities as at the last day of the financial year, the LLP's equivalent of a balance sheet.
• A statement of income and expenditure for the year, the LLP's equivalent of a profit and loss account.

Rule 24 also sets the audit position. The LLP's accounts are audited by a chartered accountant in practice, unless the LLP falls within the exemption in rule 24 for smaller LLPs, measured by turnover or contribution. An exempt LLP may still choose to have its accounts audited. Where partners of an exempt LLP decide against an audit, the Statement of Account and Solvency must include a statement by the partners acknowledging their responsibility for keeping books of account as the Act and Rules require. Your chartered accountant can confirm which position applies.

Under section 7 of the Act, every LLP must have at least two designated partners who are individuals, and at least one of them must be resident in India. Each designated partner needs a Designated Partner Identification Number, and an existing Director Identification Number (DIN) can be used for this. Both forms are signed digitally, so each signing partner needs a valid digital signature certificate registered on the MCA portal.

Because designated partners hold a DIN, the DIN KYC requirement that applies to DIN holders applies to them too. A lapsed DIN KYC can hold up signing, so check it well before the filing window. Our DIR-3 KYC checklist explains that requirement.

1. 01

   Close and reconcile the year's books

   Rule 24 requires books of account that are sufficient to show and explain the LLP's transactions, with a record of money received and spent and of assets and liabilities. Reconcile bank accounts, partner accounts and balances before the statements are drawn up.

2. 02

   Finalise the accounts and the audit position

   Prepare the statement of assets and liabilities and the statement of income and expenditure. If the accounts are audited, the audit must be complete before Form 8 is filed. If they are not, prepare the partners' statement described above.

3. 03

   Confirm the partner list and contributions

   Check that the partners, designated partners and contributions on record with the Registrar match your LLP agreement and books as at the year-end. Any change during the year, such as a partner joining or leaving, should already have been reported through the event filing meant for it; Form 11 is not the place to report it for the first time.

4. 04

   Check signatories

   Confirm which designated partners will sign, that their digital signature certificates are valid and registered, and that their DIN KYC is current.

5. 05

   Engage the certifying professional early

   If your LLP needs a company secretary in practice for Form 11, or a practising professional to certify Form 8, agree the timetable and the documents they need well before the window closes.

6. 06

   File, pay and keep the evidence

   File each form on the MCA portal, pay the fee shown, and keep the payment receipt and filed copy with the year's records. Check afterwards that the LLP's details on the portal reflect the filing.

The Act makes the LLP and its designated partners liable to penalties when Form 8 or Form 11 is not filed in time, and the Rules add additional fees for late filing. Both continue to run while the default continues, and the designated partners are personally exposed, not only the LLP. The amounts are set by the Act and Rules and have been revised in the past, so confirm the current position on the MCA portal or with your company secretary.

The obligation does not depend on the LLP having done business during the year. The Act requires every LLP to file both documents, so a dormant or newly formed LLP still needs to plan for them. If filings from past years are missing, get professional advice on the order in which to bring them up to date, rather than filing only the current year.

The pairing is similar, one filing for the accounts and one for the ownership picture, but the forms, signatories, certification rules and timing are different. Do not reuse a company checklist for an LLP. Our AOC-4 and MGT-7 guide covers the company side if you run both kinds of entity.

Form 8 and Form 11 are the LLP's annual filings with the Registrar. They are not the whole year. The LLP also files its own income-tax return on the income-tax portal, which is a separate filing under a separate law. Designated partners have their own DIN KYC requirement, and changes such as a new partner, a change in contribution or a new registered office have their own event filings with the Registrar. A compliance calendar that lists all of these, with dates confirmed by your professional each year, keeps them from colliding.