Company-Law Rules That Do Not Apply to an LLP
An LLP is governed by the LLP Act, 2008, and almost every company-only rule stays outside it. A Companies Act provision reaches an LLP only if the Central Government extends it under section 67 of the LLP Act. The extensions we found are a notification of 30 January 2020 (section 460, condonation of delay) and notification G.S.R. 110(E) dated 11 February 2022, which covers eight sections (sections 90, 164, 165, 167, 206(5), 207(3), 252 and 439).
| Company rule | Applies to an LLP? | What the LLP has instead |
|---|---|---|
| Small company definition | No | Small LLP: contribution up to ₹25 lakh and turnover up to ₹40 lakh. Compared |
| MGT-7 / MGT-7A annual return | No | Form 11, due within 60 days of the end of the financial year |
| MGT-8 certificate | No | A practising company secretary certifies Form 11 from ₹50 lakh of contribution or ₹5 crore of turnover, as the form reads. Details, and a wrinkle in the wording |
| Whole-time company secretary (section 203) | No | None. An LLP has designated partners, not key managerial personnel. Details |
| XBRL filing of accounts | No (no provision found) | Form 8. Details |
| Cost audit (section 148) | No (no provision found) | Statutory audit once the LLP audit limits are crossed. Details |
| ADT-1 (auditor appointment) | No | Appointment under section 34 and rule 24. Details |
| Auditor rotation (section 139(2)) | No | No term limit or cooling-off period found. Details |
| CSR (section 135) | No | None. Details |
| EPFO and ESIC codes at incorporation | No | FiLLiP gives PAN and TAN only. Details |
What does apply to an LLP
- Form 8, the statement of account and solvency, due 30 October for a March year-end.
- Form 11, the annual return, due 30 May for a March year-end, with the certification rule above.
- Audit where contribution exceeds ₹25 lakh or turnover exceeds ₹40 lakh, as the audit rule is normally applied. See LLP audit requirement.
- Small-LLP late-fee column where both limits are met. See the late-fee calculator.
- The surrounding dates are on the LLP compliance calendar.
When a company rule starts to matter to an LLP owner
- Converting the LLP into a company. The company is then tested against every threshold in the company rules, on its own figures. See LLP, partnership and company compared.
- Owning a company alongside the LLP. The company is assessed on its own figures; the LLP’s play no part. The full company-side picture is on our sister site: Companies Act thresholds at a glance.
Anything pending?
A Corporate Laws (Amendment) Bill, 2026 is pending in Parliament. It was introduced on 23 March 2026, a Joint Parliamentary Committee reported on 3 August 2026, and we found no sign of passage as of 1 October 2026. In the published summaries we read, its LLP Act changes concern IFSC LLPs, conversion of certain trusts, registered valuers, appeals and penalty adjudication; none of them touches the points in the table above. We will update this page if that changes.
Frequently asked questions
Does the Companies Act apply to an LLP?
Only the provisions the Central Government has extended to LLPs by notification under section 67 of the LLP Act. The extensions we found cover nine sections in all (section 460 and eight others), none of them the company rules in the table above.
Is an LLP exempt from audit?
Not entirely. An LLP needs an audit once contribution exceeds ₹25 lakh or turnover exceeds ₹40 lakh, as the audit rule is normally applied.
Does an LLP need a company secretary?
No whole-time one. A practising company secretary certifies Form 11 from ₹50 lakh of contribution or ₹5 crore of turnover, as the form reads.
Does an LLP have to do CSR?
No. Section 135 applies to companies.
What changes if an LLP converts into a company?
The company is subject to the Companies Act in full and is tested against each threshold on its own figures.
Position as at 1 October 2026, based on the LLP Act, 2008, the LLP Rules, 2009, section 67 and notification G.S.R. 110(E) of 11 February 2022. Guidance, not legal advice for your particular LLP.