LLP Annual Compliance – Forms & Dates

The LLP compliance calendar — all four filings at a glance

| Filing | What it is | Due date | Filed with | |---|---|---|---| | Form 11 | Annual Return — partners, changes during the year | 30 May (within 60 days of FY end, Sec 35) | MCA (ROC) | | Form 8 | Statement of Account & Solvency — financial position | 30 October (within 30 days of 6 months from FY end, Sec 34) | MCA (ROC) | | ITR-5 | Income-tax return of the LLP | 31 July (non-audit); 31 October (audit) | Income Tax Dept | | DIR-3 KYC | KYC of each designated partner | Triennial — next due 30 June 2028 | MCA |

On top of these: a tax audit report (Form 3CA/3CB with 3CD) by 30 September where Section 44AB applies, and event-based MCA filings — Form 4 for partner changes, Form 3 for LLP agreement changes, Form 15 for other notices — within 30 days of the event.

The golden rule: file even when there is nothing to report. Dormant LLPs, nil-turnover LLPs, LLPs that never opened a bank account — all of them file Form 11, Form 8 and ITR-5 every year. "We did no business" is not a defence; it is a nil filing.

---

Form 11 and Form 8 — the two MCA filings, in full

These two forms are the core of LLP annual compliance, and prospects constantly confuse them. Here is the complete picture.

Form 11 — the Annual Return (due 30 May)

What it is: A return of the LLP's constitution — who the partners and designated partners are, what changed during the financial year, and the LLP's basic particulars. Think of it as the MCA's yearly photograph of who runs the LLP.

What it contains: Details of all designated partners and partners, changes in partners or designated partners during the year, total contribution, and a summary of the LLP's activities. It is filed electronically on the MCA V3 portal and digitally signed by a designated partner.

The 60-day rule: Section 35 requires filing within 60 days of the close of the financial year. The financial year ends 31 March; 60 days later is 30 May (29 May in non-leap adjustments — the MCA's stated date is 30 May, and that is the date to diary).

Common trap: Partners assume Form 11 is unnecessary if "nothing changed." The Act disagrees — the return is due every year regardless. A nil-change Form 11 still gets filed.

Form 8 — the Statement of Account and Solvency (due 30 October)

What it is: The LLP's financial statements in MCA form — the statement of assets and liabilities, the statement of income and expenditure, and the designated partners' declaration of solvency: that the LLP is able to pay its debts as they become due in the normal course of business.

Who signs: Two designated partners must sign Form 8. Where the LLP's accounts are audited, the form carries the auditor's certification as well.

The 30-day-after-six-months rule: Section 34 requires filing within 30 days from the end of six months of the financial year. Six months from 31 March is 30 September; 30 days later is 30 October.

The audit question: Form 8 is filed audited or unaudited depending on the Rule 24 test — turnover exceeding ₹40 lakh, or partners' contribution exceeding ₹25 lakh, in the financial year. Below both thresholds, the designated partners' own certification suffices. This is the next section.

Form 11 vs Form 8 — the distinction that matters

| | Form 11 | Form 8 | |---|---|---| | Nature | Annual return (who the LLP is) | Statement of account & solvency (how the LLP stands) | | Governing section | Sec 35 | Sec 34 | | Due date | 30 May | 30 October | | Signed by | Designated partner (DSC) | Two designated partners (+ auditor if audited) | | Audit needed | No | Only if Rule 24 thresholds crossed | | Nil filing | Yes — file even with no changes | Yes — file even with no turnover |

---

The audit threshold — Rule 24, and when it bites

An LLP's accounts must be audited when, in the financial year:

• Turnover exceeds ₹40 lakh, OR
• Partners' contribution exceeds ₹25 lakh.

Either trigger is enough. The test is applied fresh each year — crossing the threshold in one year does not permanently audit-qualify the LLP, and staying below it this year does not excuse last year's default.

What audit means in practice: A chartered accountant audits the books, signs the audit report, and certifies Form 8. The audit must be complete before Form 8 is filed — which is why audited LLPs also get the later ITR-5 deadline of 31 October.

Tax audit is separate. Section 44AB of the Income Tax Act imposes tax audit on turnover or receipt thresholds of its own (₹1 crore for business, ₹50 lakh for professions, with the enhanced digital-receipt limits). An LLP can need a tax audit without needing an LLP-act audit, and vice versa — check both.

The small-LLP advantage: Below ₹40 lakh turnover and ₹25 lakh contribution, an LLP has no statutory audit at all — no auditor appointment, no audit fee, no audit report. A private limited company, by contrast, is audited every year from its first rupee of existence. For small professional and trading LLPs, this is real money saved annually.

---

ITR-5 — the LLP's income-tax return

Every LLP files ITR-5 every year, profit or no profit, business or no business. The LLP is taxed as a firm: profits taxed at the LLP level at 30% plus surcharge and cess, and each partner's share of that profit exempt in the partner's hands under Section 10(2A). Remuneration and interest paid to working partners are deductible at the LLP level within the Section 40(b) limits.

Due dates: 31 July for LLPs not subject to tax audit; 31 October for LLPs subject to tax audit under Section 44AB. Where a transfer-pricing report (Form 3CEB) is required, 30 November.

Late filing: Section 234F imposes a late fee (₹5,000, or ₹1,000 where total income does not exceed ₹5 lakh), interest runs under Sections 234A/B/C, and — most costly — most losses cannot be carried forward if the return is filed after the due date.

Advance tax: Like any business taxpayer, the LLP pays advance tax in instalments (15%/45%/75%/100% by June/September/December/March) where its tax liability exceeds ₹10,000.

---

DIR-3 KYC — the triennial rule (read this; the internet is wrong)

Until recently, every person holding a DIN or DPIN filed DIR-3 KYC every year by 30 September. That changed with the MCA notification dated 31 March 2026 (G.S.R. 943(E)): DIR-3 KYC is now triennial — once every three years — with the next due date 30 June 2028.

This matters because most compliance checklists, most competitor pages, and most automated reminders still say "DIR-3 KYC by 30 September every year." If your calendar still carries the annual entry, update it — but do not delete KYC from your compliance thinking entirely. New DPIN holders still complete KYC at allotment, and any change in a designated partner's personal particulars should be updated promptly.

Why the change matters for LLPs: designated partners hold DPINs, and a deactivated DPIN blocks all MCA filings for the LLP. Under the old annual regime, a missed September KYC was the single most common reason LLPs found themselves unable to file Form 11 or Form 8 on time — and then paid the ₹100-a-day meter while sorting out the DPIN. The triennial cycle reduces that risk, but the DPIN must still be active and the KYC current.

---

The first year — when the clock starts for a new LLP

A newly incorporated LLP often assumes its first filings are a year away. Not quite. Form 11 and Form 8 are tied to the financial year, not the incorporation date — so an LLP incorporated in, say, January files its first Form 11 by 30 May of the same calendar year, covering just those three months. The first Form 8 follows by 30 October.

Two first-year traps deserve attention. First, the audit threshold is tested on the LLP's first financial year even if that year is only a few months long — a large initial contribution (say ₹30 lakh brought in at incorporation) triggers a Rule 24 audit for that stub year, because the ₹25 lakh contribution test has no pro-rating. Second, the LLP agreement must be filed in Form 3 within 30 days of incorporation — partners who draft the agreement "later" routinely miss this and start their compliance life with a default already on the books.

The practical move: the moment the certificate of incorporation arrives, diary four dates — Form 3 (30 days), Form 11 (30 May), Form 8 (30 October), ITR-5 (31 July). Everything else in the LLP's compliance life hangs off those four.

---

Event-based filings — the ones partners forget

Annual filings are only half the calendar. These fire on events, with 30-day clocks:

• Form 4 — change in partners or designated partners (admission, retirement, resignation, death): within 30 days of the change.
• Form 3 — LLP agreement and changes to it: the initial agreement within 30 days of incorporation; amendments within 30 days of the change.
• Form 15 — notice of change of name, registered office, or other prescribed changes.

A partner retires in June and nobody files Form 4 — then Form 11 in May next year shows a partner who left eleven months ago, and the MCA record is wrong. Event filings are where LLP records go stale. Diary them at the time of the event, not at year-end.

---

Keeping the books audit-ready through the year

Form 8 is only as good as the books behind it. The LLPs that file on time and without drama share one habit: monthly bookkeeping. Bank statements reconciled every month, invoices filed as they arrive, partner contributions and drawings recorded when they happen, and a simple monthly profit-and-loss reviewed by the designated partners.

The alternative — reconstructing twelve months of accounts in October — is how deadlines are missed and how errors creep into the solvency declaration. The designated partners sign Form 8 personally; a solvency declaration built on guesswork is a personal risk, not just a filing defect.

Where the Rule 24 audit threshold is anywhere in sight, keep the auditor in the loop through the year rather than engaging one in September. Auditors asked to audit cold books in a fortnight either refuse the timeline or charge for the pain. A mid-year review — even an informal one — surfaces the issues (related-party transactions, contribution documentation, revenue recognition) while there is still time to fix them.

---

Penalties — what non-compliance actually costs

Form 11 / Form 8 late filing: an additional fee of ₹100 per day per form from the due date until filing, with no upper cap. Sixty days late on both forms: ₹12,000. A full year late on both: ₹73,000. The meter is per form — two late forms means two meters running.

Beyond money: a defaulting LLP is flagged in MCA master data — visible to banks, investors, and anyone doing due diligence. Persistent default can lead to strike-off proceedings under Section 75 of the LLP Act. Designated partners of defaulting LLPs risk disqualification from acting in other entities.

Income-tax defaults: Section 234F late fee on belated ITR-5, interest under 234A/B/C, and loss of loss carry-forward — the quiet killer for LLPs that had a bad year and then filed late.

The asymmetry to remember: a private company's late-filing additional fees are capped; an LLP's are not. The LLP's lighter compliance load comes with a harsher penalty for neglecting it.

---

How ComplyKart helps

Annual filing calendar, managed. We track all four filings — Form 11, Form 8, ITR-5, and the triennial DIR-3 KYC — against your LLP's year-end, prepare and file each one, and confirm acceptance. You get reminders before the dates, not apologies after them.

Books and audit coordination. We maintain or review the LLP's books through the year so Form 8 is a compilation exercise, not a reconstruction. Where Rule 24 audit applies, we coordinate with the auditor and get Form 8 certified and filed.

Event filings. Partner changes, agreement amendments, office shifts — we file Form 3, Form 4 and Form 15 within the 30-day windows so the MCA record never goes stale.

Default cleanup. LLPs that have missed years of filings come to us regularly. We compute the additional fees, file the backlog in the right order, and get the LLP regularised — then put it on a calendar so it never happens again.

What we do not do. We do not backdate filings, do not create fictitious resolutions to paper over defaults, and do not advise LLPs to "wait for an amnesty scheme" instead of filing. The ₹100-a-day meter does not pause for hope.

---

Common mistakes

"We did no business, so we filed nothing." The most common and most expensive mistake. Nil turnover means nil filings, not no filings. Three forms a year, every year.

Filing Form 8 without the audit it needed. Crossing ₹40 lakh turnover and filing an unaudited Form 8 is a defective filing — it does not stop the penalty meter, and it invites scrutiny.

Forgetting Form 4 on partner changes. The annual return then contradicts reality, banks notice during KYC reviews, and fixing it late means additional fees on the event filing too.

The September KYC ghost. Teams that learned the old annual DIR-3 KYC rhythm either keep filing unnecessarily (harmless) or — worse — assume "KYC is done for three years" while a new designated partner never completed KYC at all (harmful). Triennial applies to the repeat filing, not the first one.

DIY bookkeeping until October. Form 8 needs real books. LLPs that reconstruct a year's accounts in October file late, file wrong, or both. Monthly bookkeeping is cheaper than October panic.

---

Sources

This page is built on the Limited Liability Partnership Act, 2008 (Sections 34, 35, 69, 75), the LLP Rules, 2009 (Rule 24 audit thresholds; fee rules for the ₹100/day additional fee), the Income Tax Act, 1961 (ITR-5, Sections 40(b), 44AB, 234F, 10(2A)), and MCA notification G.S.R. 943(E) dated 31 March 2026 (triennial DIR-3 KYC). Procedural details reflect MCA V3 filing practice as of October 2026.

---