Introduction

India has opened its markets to global businesses through a structured legal and regulatory framework, allowing foreign Limited Liability Partnerships (LLPs) to establish a presence in the country. A foreign LLP is an LLP formed outside India that intends to set up a place of business in India, either by opening a liaison office, branch office, or project office. The Limited Liability Partnership Act, 2008, along with Foreign Exchange Management Act (FEMA) and Reserve Bank of India (RBI) guidelines, governs the registration process. This article outlines the step-by-step procedure for registering a foreign LLP in India.

Determine the Mode of Entry

A foreign LLP can enter India in the following ways:

• As a foreign LLP establishing a place of business
  
• Through FDI by investing in an Indian LLP under the automatic or approval route
  
• By incorporating a new Indian LLP with foreign partners
  

The chosen route depends on the nature of business, FDI sectoral caps, and the intention of having a physical or legal presence.

Obtain Prior Government/RBI Approval (if applicable)

If the proposed business falls under sectors requiring government approval under FDI policy, the foreign LLP must seek prior permission from the Department for Promotion of Industry and Internal Trade (DPIIT) or RBI. For sectors under the automatic route, no such approval is required, provided conditions are met.

Apply for Digital Signature Certificate (DSC)

At least one designated partner of the proposed LLP must have a valid Digital Signature Certificate (DSC). This is mandatory for signing forms electronically on the Ministry of Corporate Affairs (MCA) portal. The DSC must be obtained from a licensed Certifying Authority in India.

Apply for Designated Partner Identification Number (DPIN)

Foreign individuals intending to act as designated partners in the LLP must apply for a Designated Partner Identification Number (DPIN) through Form DIR-3 or as part of the incorporation process via Form FiLLiP. Proper identity and address proof (apostilled or notarized) must be submitted.

File Form 27 – Registration of Foreign LLP

A foreign LLP that wishes to establish a place of business in India must file Form 27 with the Registrar of Companies (ROC). This form includes:

• Certified copy of the LLP incorporation documents in the home country
  
• Details of partners and designated partners
  
• Address of principal place of business in India
  
• Details of authorized representative in India
  
• Board resolution or power of attorney for authorizing a person to act on behalf of the LLP
  All foreign documents must be notarized and apostilled or consularized.
  

File Form 28 – Reporting Business Activity

Once registered, the foreign LLP must also file Form 28 to intimate the ROC about any alterations made in the LLP’s constitution, business operations, or incorporation documents abroad. This keeps Indian authorities updated with any changes in the foreign parent LLP.

Registration under Tax and Other Laws

After registration, the foreign LLP must:

• Apply for PAN and TAN from the Income Tax Department
  
• Register for GST if the business turnover exceeds threshold limits or falls under taxable services
  
• Open an Indian bank account in the LLP’s name
  
• Comply with FEMA and RBI reporting requirements for any capital or revenue transactions
  

Compliance and Reporting Requirements

Once operational, the foreign LLP must:

• File annual returns and financial statements as applicable
  
• Report any foreign investment under RBI’s FIRMS portal
  
• Follow sector-specific regulations, labor laws, and local authority registrations (if needed)
  Failure to comply with reporting timelines may result in penalties and operational restrictions.
  

Conclusion

The registration of a foreign LLP in India is a legally regulated yet straightforward process involving approval (if applicable), form filings, identity verification, and tax registrations. It allows global LLPs to explore Indian markets, collaborate with local partners, and establish a physical presence. By following the prescribed procedure and complying with the necessary legal obligations, foreign LLPs can operate seamlessly in India’s robust and diverse business environment.

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