- LLP (Limited Liability Partnership):
- Hybrid structure combining features of a company and a partnership.
- Registered under the LLP Act, 2008.
- Has a separate legal identity from its partners.
- Traditional business form governed by the Indian Partnership Act, 1932.
- No separate legal entity (partners and firm are legally the same)
- LLP: Partners have limited liability. They’re not personally liable for business debts or misconduct of other partners.
- Partnership: Partners have unlimited liability. Each partner is jointly and severally liable for all debts and actions of the firm.
- Registration & Compliance
- Mandatory registration with Ministry of Corporate Affairs (MCA).
- Requires LLP Agreement, annual filings (Form 8, Form 11, etc), and audit if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh.
- Registration is optional (though recommended).
- Minimal compliance – no annual filings with MCA, audit only if applicable under Income Tax Act.
- Both LLP and Partnership firms are taxed similarly under the Income Tax Act:
- Flat rate of 30% + surcharge + cess.
- No dividend distribution tax (unlike companies).
- Remuneration and interest to partners allowed as deduction (subject to limits).
- More structured- governed by LLP Agreement.
- Designated Partners have defined roles and responsibilities.
- Suitable for scaling and attracting institutional investors.
- Highly flexible- governed by mutual understanding or partnership deed.
- Ideal for small, closely held businesses with informal governance.
Criteria | LLP | Partnership |
Liability Protection | Yes | No |
Legal Identity | Separate Entity | Not Separate |
Compliance Burden | Moderate | Low |
Investor Preference | Preferred | Less Preferred |
Ease of Setup | Moderate | Very Easy |
Scalability | Good for growth | Limited |
If you’re looking for a low-cost, low-compliance setup for a small business with trusted partners, a Partnership Firm may suffice. But if you want liability protection, credibility, and room to grow, an LLP is the smarter, future-ready choice.