LLP ROC Return Filing

LLP ROC Return Filing is the annual statutory compliance every Limited Liability Partnership registered under the LLP Act, 2008 must complete with the Registrar of Companies (ROC), regardless of turnover or business activity during the year.

For FY 2025-26 (April 2025 to March 2026), it mainly involves two filings — Form 11 (Annual Return) and Form 8 (Statement of Account and Solvency) — along with the LLP's income tax return and the designated partners' DIR-3 KYC. Missing these deadlines triggers a daily penalty that has no upper cap.

For LLPs with a financial year ending 31st March 2026, the key deadlines are:

Form 11 (Annual Return): 30th May 2026 — within 60 days of the financial year closing.

Form 8 (Statement of Account & Solvency): 30th October 2026 — within 30 days of the end of six months from the financial year closing.

DIR-3 KYC: 30th September 2026, for every designated partner holding a DIN.

Income Tax Return (ITR-5): 31st July 2026 for LLPs not requiring an audit, and 31st October 2026 for LLPs whose accounts are audited, subject to any CBDT notification.

The MCA has historically not extended LLP filing deadlines, so it's best to file well ahead of each date rather than wait for a possible extension.

Form 11 is the LLP's Annual Return, filed under Section 35 of the LLP Act, 2008. It gives the ROC a structural snapshot of the LLP as on 31st March — the number of partners, their contribution amounts, and any changes in the partnership during the year.

For FY 2025-26, Form 11 must be filed by 30th May 2026. It must be digitally signed by a designated partner, and if the LLP's total partner contribution exceeds ₹50 lakh or its annual turnover exceeds ₹5 crore, it must additionally be certified by a practicing Company Secretary or Chartered Accountant.

You can see the full filing checklist and step-by-step process in this Form 11 annual return filing guide.

Form 8 is the LLP's Statement of Account and Solvency, filed under Section 34 of the LLP Act. It declares the LLP's financial position — assets, liabilities, and a solvency declaration confirming the LLP can pay its debts — and has two parts: the Statement of Solvency and the Statement of Account.

For FY 2025-26, Form 8 must be filed by 30th October 2026. It must be digitally signed by two designated partners, and by a practicing Chartered Accountant as well if the LLP's accounts are subject to audit. See this Form 8 filing walkthrough for the document checklist and online process.

Yes. Every LLP registered on or before 30th September 2025 must file Form 11 and Form 8 for FY 2025-26, even if it had zero turnover, no transactions, or was completely dormant during the year. In such cases, a "Nil" return is submitted declaring no financial activity.

There is no exemption based on size, turnover, or business activity — filing is mandatory purely by virtue of the LLP being registered, and skipping it because "there was nothing to report" is one of the most common compliance mistakes designated partners make.

Late filing of either Form 11 or Form 8 attracts a penalty of ₹100 per day of delay, per form, counted from the day after the due date until the date of actual filing — and there is no maximum cap. This means the penalty keeps compounding daily and can run into tens of thousands of rupees over a few months of delay.

Beyond the monetary penalty, continued non-compliance can get the LLP and its designated partners flagged as "defaulters" on the MCA portal, which can affect bank loan approvals, tender eligibility, and other business dealings.

Not for every LLP. An LLP's accounts must be audited by a practicing Chartered Accountant only if its annual turnover exceeds ₹40 lakh, or if the total contribution by partners exceeds ₹25 lakh, under Section 34(4) of the LLP Act read with Rule 24(8) of the LLP Rules.

If neither threshold is crossed, the accounts don't need a Statutory Audit, though they must still be accurately prepared and disclosed in Form 8. Audited LLPs also get a later income tax return deadline than non-audited ones.

To complete Form 11 and Form 8 filing smoothly, keep the following ready:

Bank statements for the full financial year, April 2025 to March 2026, to reconcile transactions.

Books of accounts — trial balance, profit & loss account, and balance sheet — required under Section 34 to prepare Form 8.

LLP Agreement, including any supplementary agreements, to verify partner contributions and profit-sharing ratios.

Valid Class 3 Digital Signature Certificates of the designated partners, since both forms must be filed digitally.

Partner KYC documents — updated PAN, Aadhaar, and contact details — for accurate reporting and for the linked DIR-3 KYC filing.

If any of your designated partners' signing certificates have lapsed, renew them early through a Class 3 Digital Signature Certificate service — filings cannot go through with an expired DSC.

Only for larger LLPs. If the total obligation of partner contribution exceeds ₹50 lakh, or the LLP's annual turnover exceeds ₹5 crore, Form 11 must be certified by a practicing Company Secretary, Chartered Accountant, or Cost Accountant, in addition to being signed by a designated partner.

LLPs below both thresholds can have Form 11 signed by a designated partner alone, without third-party professional certification — though many still choose to have a professional review the form before submission to avoid rejection.

Every LLP must file ITR-5 with the Income Tax Department regardless of profit, loss, or zero turnover for the year — this is a separate statutory obligation from the ROC filings and covers the LLP's income, expenses, and tax liability.

For FY 2025-26 (Assessment Year 2026-27), the due date is 31st July 2026 for LLPs that don't require a tax audit, and 31st October 2026 for LLPs whose accounts are audited, subject to any extension the CBDT may notify closer to the date.

DIR-3 KYC is a separate, mandatory annual filing for every individual who holds a Director Identification Number (DIN) — this includes designated partners of an LLP, since a DIN is required to be appointed as one. It updates the MCA's records of the person's address, email, and mobile number.

The due date is 30th September every year, so for FY 2025-26 it falls on 30th September 2026. Missing it deactivates the DIN with the reason "Non-filing of DIR-3 KYC," and reactivating it later requires paying a late fee of ₹5,000 per DIN. A deactivated DIN can also block the designated partner from signing Form 11 or Form 8 until it's restored. Details on the process are covered in this DIR-3 KYC due date and penalty guide.

Generally, no. Once Form 11 is filed and approved by the ROC, it cannot be revised in the ordinary course, which is why double-checking partner names, DPINs, and contribution figures against the LLP Agreement before submission is critical.

If a genuine error is discovered after filing, you may need to approach the Registrar for rectification under the specific provisions that apply, which is a more involved process than a simple resubmission — so accuracy the first time saves considerable back-and-forth.

Beyond the daily ₹100-per-form penalty that keeps accumulating with no cap, an LLP that fails to file its annual forms for an extended period — typically over 300 days — becomes eligible for the Registrar to strike its name off the register of LLPs.

Once struck off, the LLP loses its legal status to carry on business, and reviving it involves a separate restoration process with the National Company Law Tribunal. If your LLP has fallen behind on multiple years of filings, it's usually far cheaper to clear the backlog than to let it lapse — and if closing the LLP is the intended outcome instead, a formal LLP strike-off filing is the compliant way to do it.

Form 11 and Form 8 report different things and are filed at different times. Form 11 is a structural return — it discloses who the partners are, their contribution amounts, and any changes in the LLP during the year, due by 30th May.

Form 8 is a financial return — it discloses the LLP's balance sheet, profit and loss position, and a solvency declaration, due by 30th October. Filing one does not substitute for the other; both are mandatory, separate filings, and an LLP that files only Form 11 is still non-compliant until Form 8 is also filed.