MGT-8 and Company Secretary for an LLP: What Form 11 Needs
An LLP does not file MGT-8 and does not need a whole-time company secretary. MGT-8 belongs to the company annual return (MGT-7); an LLP files Form 11. What an LLP does have is its own certification rule, at much lower limits: a designated partner (other than the one who signs the return) certifies Form 11 for a smaller LLP, and a company secretary in practice certifies it for a larger one.
Where the line falls — and a wrinkle in the wording
The e-form asks for a designated partner’s certificate where contribution is ₹50 lakh or less and turnover is ₹5 crore or less, and for a practising company secretary’s where contribution is ₹50 lakh or more or turnover is ₹5 crore or more. That is how the form is built and how we apply it.
The rule — rule 25(2) of the LLP Rules, 2009 — is worded differently. It allows a designated partner’s certificate for an LLP with turnover up to ₹5 crore or contribution up to ₹50 lakh, and requires a company secretary in practice in all other cases. Read literally, that would need a practising company secretary only when both limits are crossed.
We follow the form’s reading. If your LLP crosses only one of the two limits, or sits exactly on ₹50 lakh or ₹5 crore, ask your company secretary which reading they are applying before you file, rather than guess.
The company rule and the LLP rule side by side
| Company | LLP | |
|---|---|---|
| Annual return | MGT-7 (MGT-7A for a One Person Company or small company) | Form 11 |
| Certificate by a company secretary in practice | MGT-8: listed, or paid-up capital ₹10 crore or more, or turnover ₹50 crore or more | On Form 11: contribution of ₹50 lakh or more, or turnover of ₹5 crore or more (as the form reads; see above) |
| Below those limits | No MGT-8 | Certified by a designated partner other than the signatory |
| Whole-time company secretary | Required at paid-up capital of ₹10 crore or more | Never required |
Note the scale. On the form’s reading, an LLP with turnover of ₹6 crore needs a company secretary’s certificate on Form 11. A company with the same turnover and modest capital needs no MGT-8 at all, because the company turnover limit is ₹50 crore. The LLP limits are far lower.
Why there is no whole-time company secretary for an LLP
The requirement comes from section 203 of the Companies Act, which speaks of the key managerial personnel of a company. 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). Section 203 is not one of them. An LLP’s officers are its designated partners, not directors and key managerial personnel.
What to do before you file
- Check contribution and turnover for the financial year the return covers.
- If either limit is reached, instruct a company secretary in whole-time practice well before the due date. Form 11 is due within 60 days of the end of the financial year, which is 30 May for a March year-end.
- If both are within the limits, a designated partner other than the signatory gives the certificate on the form.
- Our Form 11 guide and the LLP compliance calendar show the surrounding filings.
Do not confuse the Form 11 certification limits with the small-LLP definition (contribution up to ₹25 lakh and turnover up to ₹40 lakh). They are different tests for different purposes. See small company vs small LLP.
The company side
For a company, the full position — including an overlap between MGT-8 and small-company status that MCA has not clarified — is on our sister site: Form MGT-8 applicability and whole-time company secretary.
Frequently asked questions
Is MGT-8 required for an LLP?
No. MGT-8 is a company form. An LLP’s Form 11 has its own certification rule.
When does an LLP need a company secretary’s certificate?
As the e-form reads, when contribution is ₹50 lakh or more or turnover is ₹5 crore or more. Below both, a designated partner other than the signatory certifies. The rule’s own wording is looser; see the section above.
Does an LLP need a company secretary as an employee?
No. There is no whole-time company secretary requirement for an LLP.
Is the Form 11 limit the same as the small-LLP limit?
No. Certification turns on ₹50 lakh of contribution or ₹5 crore of turnover; the small-LLP definition is ₹25 lakh and ₹40 lakh.
Which company secretary can certify?
A company secretary in whole-time practice.
Position as at 1 October 2026, based on rule 25 of the Limited Liability Partnership Rules, 2009, section 203 of the Companies Act, 2013 and notification G.S.R. 110(E) of 11 February 2022. Guidance, not legal advice for your particular LLP.