LLP Annual Compliance FY 2025-26: Forms, Dates, Penalties

Part of: ROC Annual Compliance Guide: MGT-7, AOC-4, ADT-1, DIR-3 KYC filings for companies and LLPs.

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Many LLP partners still think annual filings are optional if the business is dormant. They are not. Every LLP registered in India must file Form 11 and Form 8 every year, even if the LLP had zero revenue, no transactions, and no staff. The penalty for missing these filings is Rs 100 per day per form, and unlike many other late fees, this one has no cap. A two-year delay on both forms adds up to over Rs 1.4 lakh in penalty alone.

This guide covers what needs to be filed, when, who must sign, and what to do if you are already behind.

What an LLP Must File Every Year

An LLP has three annual compliance obligations. They come from different laws and have different due dates.

None of the three are optional. The first two go to the Ministry of Corporate Affairs (MCA); the third goes to the Income Tax Department.

Form 11: The Annual Return

Form 11 is a declaration of the LLP's structure as at 31 March each year. It captures:

• Names of designated partners and partners
• Partners' capital contribution
• Any changes in partners during the year (admissions, resignations)
• Summary of business activity

Who must sign

• Every LLP has at least two designated partners; one of them signs the form digitally using a valid DSC.
• If the LLP's total contribution exceeds Rs 50 lakh or turnover exceeds Rs 5 crore, a practising Company Secretary (CS) must also certify the form.
• For smaller LLPs, no professional certification is mandatory for Form 11.

Due date and penalty

• Due date: 30 May 2026 (for FY 2025-26).
• Late filing fee: Rs 100 per day, with no cap. A one-month delay costs Rs 3,000. A year's delay costs Rs 36,500.

Form 11 is a short form (about 2 pages of data entry), but it is the gating filing. You cannot proceed to Form 8 without Form 11 already filed for the year.

NIL activity LLPs

A common misconception is that an LLP with no business activity does not need to file Form 11. This is wrong. Even a dormant LLP with zero revenue must file Form 11 every year, declaring the partner structure and reporting NIL activity. The late fee applies identically.

Form 8: Statement of Account and Solvency

Form 8 is the financial statement filing. It certifies:

• The LLP's summary financial position as at 31 March
• A solvency declaration (the LLP can pay its debts)
• Disclosure of Micro, Small, and Medium Enterprise (MSME) trade payables

Who must sign

• Form 8 is signed digitally by two designated partners.
• If the LLP's turnover exceeds Rs 40 lakh or partner contribution exceeds Rs 25 lakh in the financial year, the accounts must be audited and the form must be certified by a CA (Chartered Accountant) or CS or Cost Accountant in practice.
• Below these thresholds, a self-attested Form 8 is accepted without professional certification.

Due date and penalty

• Due date: 30 October 2026 (for FY 2025-26, being 30 days after the 6-month period closes).
• Late filing fee: Rs 100 per day, with no cap.

Like Form 11, Form 8 has no upper penalty limit, so the cost grows daily. The MCA portal will reject Form 8 if Form 11 is not already on record for the same year, so the sequence is strict.

What It Costs to File on Time

The MCA fee for Form 11 and for Form 8 is charged per form and scales with the LLP's total contribution, not its turnover.

Professional fees for preparing and filing both forms typically run Rs 3,000 to Rs 15,000 a year, depending on whether the accounts need audit and how much book cleanup the year requires. Against an uncapped Rs 100 per day late fee, filing on time costs far less than delayed filing penalties.

Statutory Penalty Under the LLP Act

The late filing fee and the statutory penalty are two different things, and LLP partners routinely confuse them.

The LLP (Amendment) Act 2021 decriminalised these defaults and replaced the older prosecution route with the capped monetary penalties above. Older articles still quoting a Rs 25,000 to Rs 5 lakh fine on the LLP are describing the pre-2021 position. The uncapped item is the additional filing fee, which is what actually drives the cost of a long backlog.

When an LLP Audit Becomes Mandatory

Statutory audit under the LLP Act is not automatic. It applies only if the LLP crosses either threshold in the financial year:

• Turnover exceeds Rs 40 lakh, or
• Partner contribution exceeds Rs 25 lakh.

Cross either one and Form 8 must be certified by a CA, CS, or Cost Accountant in practice. Stay under both and the two designated partners can self-certify.

Tax audit under the Income Tax Act is a separate test with its own threshold: turnover above Rs 1 crore, extended to Rs 10 crore where cash receipts and cash payments are each 5% or less of the total. An LLP can need a tax audit without needing an LLP Act audit, and the reverse also happens.

Form 11 vs Form 8 at a Glance

Documents You Need Before Filing

For Form 11:

• LLP Agreement and any supplementary agreements filed during the year
• Partner and designated partner details, including DPIN or DIN
• Contribution figures for each partner
• Record of any admission, resignation, or contribution change during the year
• DSC of the signing designated partner

For Form 8:

• Statement of Account and Solvency drawn from the books
• Profit and loss account and balance sheet for the year
• Auditor's report, where audit applies
• MSME trade payable details, including amounts outstanding beyond 45 days
• Details of any penalty or compounding of offences during the year
• DSC of both signing designated partners

How to File on the MCA V3 Portal

Step-by-Step Guide

Filing LLP Form 11 and Form 8 on MCA V3

The order is fixed : Form 11 first, then Form 8

1

Log in to MCA V3

Sign in at mca.gov.in with the LLP's registered business user credentials. Confirm the LLPIN and registered office on record are current before you start.

Login

2

Open the LLP forms list

Go to MCA Services, then e-Filing, then LLP Forms. V3 forms are web forms, not downloadable PDFs, and save as drafts against your login.

Navigate

3

Complete Form 11

Enter partner details, contribution received, and every change during the year. Attach the LLP Agreement if partners or contribution changed. Sign with the DSC of one designated partner.

Form 11

4

Pay and collect the SRN

Pay the fee based on total contribution. Note the SRN; Form 8 processing depends on Form 11 being approved against it.

Pay

5

Complete Form 8

Fill Part A, the solvency declaration, and Part B, the statement of accounts including MSME payables. Attach audited financials and the auditor's report where audit applies.

Form 8

6

Certify and sign

Get the CA, CS, or CMA certificate if turnover crossed Rs 40 lakh or contribution crossed Rs 25 lakh, then sign with the DSCs of two designated partners.

Sign

7

Save the acknowledgement

Download the challan and acknowledgement for both forms and keep them with the year's books. You will need them for bank, lender, and due diligence requests.

Record

Source: MCA V3 portal (mca.gov.in), LLP Rules 2009 Rules 24 and 25

A practical note on DSCs: registration of a DSC on V3 is per person, not per LLP, and an expired DSC is the single most common reason a filing stalls on 29 May. Check validity in April.

ITR 5: Income Tax Return for LLPs

An LLP files ITR 5 regardless of profit or loss. The due date depends on whether the LLP's accounts require tax audit:

• No tax audit (turnover up to Rs 1 crore for business, Rs 50 lakh for profession): ITR 5 due by 31 July 2026.
• Tax audit applicable: ITR 5 due by 21 November 2026. Tax audit report (Form 3CD) must be filed at least one month earlier, by 21 October 2026 (extended from 30 September by the same circular).

Penalty for late ITR filing under the Income Tax Act 2025 is up to Rs 10,000 (lower for small LLPs with income below Rs 5 lakh).

For the non-audit, audit and transfer pricing deadlines in one place, plus the ITR 5 form details, see our LLP ITR filing due date guide for AY 2026-27.

The Full Annual Calendar for an LLP

Deadline Timeline

LLP Annual Compliance Calendar : FY 2025-26

All mandatory filings for an LLP in the order they fall due

1. 30 May 2026

   Form 11 : Annual Return

   Partner details, contribution, and changes for FY 2025-26. File with MCA. Gates Form 8 : must be filed first.

2. 31 July 2026

   ITR 5 : No Tax Audit

   Income Tax Return for LLPs with turnover up to Rs 1 crore (business) or Rs 50 lakh (profession). Filed with Income Tax Department.

3. 21 October 2026

   Tax Audit Report (Form 3CD)

   Required only if audit applies. Must be filed at least one month before ITR 5 audit deadline.

4. 30 October 2026

   Form 8 : Statement of Account and Solvency

   Financial position and solvency declaration. CA/CS certificate required if turnover exceeds Rs 40 lakh or contribution exceeds Rs 25 lakh.

5. 21 November 2026

   ITR 5 : Tax Audit Applicable

   Income Tax Return for LLPs where tax audit is mandatory. Filed with Income Tax Department.

Source: LLP Act 2008 (Rules 24 & 25), Income Tax Act 2025

These dates run like clockwork. There is rarely any extension, so plan the internal book-closing accordingly.

Penalty Math: Why Delay Gets Expensive Fast

Because LLP late fees have no cap, delayed filings compound unusually.

There is no grace period. The MCA portal starts counting the additional fee from the day after the due date, so a filing that is one day late already carries Rs 100 per form.

If your LLP has filings pending from FY 2023-24 and FY 2024-25, the penalty component alone can run past Rs 3 lakh once all forms and years are computed.

CCFS-2026 Did Not Cover LLPs

The Ministry of Corporate Affairs ran the Companies Compliance Facilitation Scheme 2026 (CCFS-2026) under General Circular No. 01/2026 dated 24 February 2026. It opened on 15 April 2026 and, after two extensions (to 31 August 2026 and then to 15 September 2026), closed on 15 September 2026.

Two points matter for LLPs:

• CCFS-2026 was a scheme for companies under the Companies Act 2013. LLP forms such as Form 11 and Form 8 were outside its scope, so it gave no waiver on LLP late fees.
• The scheme is now closed, and MCA has not announced a successor scheme or a separate amnesty for LLPs.

If your LLP has a backlog, the full additional fee applies and keeps growing each day, so filing today avoids further costs.

See Tax Garden's CCFS-2026 guide for what the scheme covered for companies.

Common Mistakes

1. Filing Form 8 before Form 11. The MCA portal blocks this. Always file Form 11 first, then Form 8.

2. Assuming dormant LLP = no filing. Not true. Every LLP files Form 11 and Form 8 regardless of activity or revenue.

3. Missing CA certification when applicable. If contribution crosses Rs 25 lakh or turnover crosses Rs 40 lakh, Form 8 needs a CA or CS or Cost Accountant certificate. Filing without it is incomplete.

4. Thinking the penalty is capped. It is not. Every extra day adds Rs 100 per form. After a few years, the penalty alone can exceed the LLP's annual revenue.

5. Confusing LLP Form 11 with Company Form MGT-7. They are similar concepts but for different legal entities. LLPs use Form 11 (simpler); companies use MGT-7 or MGT-7A.

What Happens if You Never File

The late fee is only the visible cost. The consequences that hurt an operating LLP are the ones that surface when it needs something from a third party.

What to Do if You Are Behind

1. Calculate the total late fee for each pending form using Rs 100 per day.
2. Do not wait for a waiver. CCFS-2026 covered companies only and closed on 15 September 2026, so the full additional fee applies to LLP backlogs.
3. Prepare Form 11 first for each backlogged year, then Form 8.
4. If contribution or turnover crossed Rs 25 lakh or Rs 40 lakh, engage a CA or CS for Form 8 certification.
5. File ITR 5 for each pending year separately through the Income Tax portal.
6. Update your LLP agreement and ROC records if any partner change was never filed.

The Takeaway for Partners

LLP annual compliance is the lowest-effort, highest-impact work a designated partner can do each year. Both forms combined take under an hour of active work if the books are in order. The reason many LLPs fall behind is not complexity; it is simply missing the 30 May and 30 October dates.

A practical rhythm for any LLP partner:

1. Close books by 30 April each year.
2. File Form 11 by 30 May.
3. File ITR 5 by 31 July.
4. File Form 8 by 30 October.
5. Run a quick year-end check in March to flag any upcoming threshold crossing that will require CA certification next year.

If the LLP is dormant and you do not see it returning to activity, voluntary strike-off is a cleaner path than perpetual annual filings. Either route requires planning.

Tax Garden's Compliance Standard plan includes annual Form 11, Form 8, and ITR 5 for LLPs, with CA certification where required and backlog clearance for overdue years.

Explore our plans, see how it works, or browse our tax compliance services for small businesses, which cover LLPs along with companies and proprietorships.

LLP Form 11 and Form 8: Common Questions

What is the due date for LLP Form 11?

Form 11 is due within 60 days of the close of the financial year, which makes it 30 May 2026 for FY 2025-26. The date does not shift with the LLP's turnover or activity level. Confirm on mca.gov.in before filing.

What is the due date for LLP Form 8?

Form 8 is due within 30 days of the end of six months from the close of the financial year, which makes it 30 October 2026 for FY 2025-26. Confirm on mca.gov.in before filing.

What is the penalty for filing LLP Form 8 or Form 11 late?

The MCA charges an additional fee of Rs 100 per day per form with no upper limit, starting the day after the due date. A year's delay on both forms costs Rs 73,000. A separate statutory penalty under Sections 34(5) and 35(2) of the LLP Act is capped at Rs 1 lakh per form for the LLP and Rs 50,000 per form for each designated partner.

Does a dormant LLP with no transactions still have to file?

Yes. Form 11 and Form 8 are due every year regardless of revenue, profit, or activity. A NIL filing is still a filing, and the late fee on a missed NIL filing is identical to that on an active LLP.

Can Form 8 be filed before Form 11?

No. The MCA portal will not accept Form 8 for a financial year until Form 11 for the same year is on record. Plan for Form 11 by 30 May rather than starting both in October.

When does an LLP need a statutory audit?

When turnover exceeds Rs 40 lakh or partner contribution exceeds Rs 25 lakh in the financial year. Below both thresholds, the two designated partners can self-certify Form 8 without a professional certificate.

How much does it cost to file Form 11 and Form 8?

The MCA fee per form ranges from Rs 50 to Rs 200 depending on the LLP's total contribution. Professional fees for preparing and filing both forms usually run Rs 3,000 to Rs 15,000 a year.

Does an LLP file an income tax return separately from the MCA forms?

Yes. The LLP files ITR-5 with the Income Tax Department, separately from Form 11 and Form 8 filed with the MCA, even in a loss year. For FY 2025-26 (AY 2026-27) it is due by 31 August 2026 where no tax audit applies, and by 21 November 2026 where tax audit applies, with the tax audit report due by 21 October 2026 (both extended by CBDT Circular 07/2026).

This guide references the Limited Liability Partnership Act 2008, the LLP Rules 2009 (Rule 24 for Form 8 and Rule 25 for Form 11), MCA General Circulars No. 01/2026, 03/2026 and 04/2026 for the CCFS-2026 scheme (companies only, closed 15 September 2026), and the Income Tax Act 2025 for ITR 5 due dates. Due dates, penalty rates, and threshold amounts are stable but periodically revised; confirm with mca.gov.in and incometax.gov.in/iec/foportal/ before filing. Cross-checked against published analysis from IndiaFilings, ClearTax, LegalFidelity, and Tally Solutions.