Chapter III - Incorporation of Limited Liability Partnership and Matters Incidental Thereto
Section 11
Section 11: Incorporation document
Two or more people associated for a lawful profit-making business subscribe the incorporation document. It must be filed with the appropriate Registrar together with a compliance statement from a formation professional and a subscriber.
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This article is for general information. Refer to the Limited Liability Partnership Act, 2008 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) For a limited liability partnership to be incorporated,— (a) two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document; (b) the incorporation document shall be filed in such manner and with such fees, as may be prescribed with the Registrar of the State in which the registered office of the limited liability partnership is to be situated; and (c) there shall be filed along with the incorporation document, a statement in the prescribed form, made by either an advocate, or a Company Secretary or a Chartered Accountant or a Cost Accountant, who is engaged in the formation of the limited liability partnership and by any one who subscribed his name to the incorporation document, that all the requirements of this Act and the rules made thereunder have been complied with, in respect of incorporation and matters precedent and incidental thereto. (2) The incorporation document shall— (a) be in a form as may be prescribed; (b) state the name of the limited liability partnership; (c) state the proposed business of the limited liability partnership; (d) state the address of the registered office of the limited liability partnership; (e) state the name and address of each of the persons who are to be partners of the limited liability partnership on incorporation; (f) state the name and address of the persons who are to be designated partners of the limited liability partnership on incorporation; (g) contain such other information concerning the proposed limited liability partnership as may be prescribed. (3) If a person makes a statement under clause (c) of sub-section (1) which he— (a) knows to be false; or (b) does not believe to be true, shall be punishable with imprisonment for a term which may extend to two years and with fine which shall not be less than ten thousand rupees but which may extend to five lakh rupees.
Key takeaways
Subscribers
At least two people associated for a lawful business with a view to profit subscribe the document.
Contents and filing
The document states the proposed name, business, registered office, partners, designated partners and prescribed information; filing manner and fees are prescribed.
Compliance statement
A specified professional engaged in formation and a subscriber state that incorporation requirements have been met. A knowingly false or disbelieved statement attracts imprisonment and a fine.
Prepare the incorporation document
Record the proposed LLP name, business and registered office, as well as each proposed partner and designated partner with name and address. Check the current prescribed form for other required information.
Obtain the two-person statement
The compliance statement must be made by an advocate, Company Secretary, Chartered Accountant or Cost Accountant engaged in formation and by one subscriber. It concerns Act and rule requirements for incorporation and incidental matters.
Treat certification as a substantive declaration
A person making the section 11(1)(c) statement who knows it is false or does not believe it true may face imprisonment up to two years and a fine from ₹10,000 to ₹5 lakh under section 11(3).
Practical preparation
Review these points for the specific transaction or filing.
- Confirm at least two subscribers are associated for a lawful profit-making business.
- Check the incorporation document contains each required section 11(2) particular.
- Obtain the section 11(1)(c) statement from an eligible formation professional and a subscriber.
- File the document, statement and prescribed fee with the appropriate Registrar.
Practical checklist
Do
- Check subscriber and designated-partner particulars before filing.
- Keep the signed incorporation document and compliance statement.
Avoid
- Do not treat the professional statement as an automatic formality.
- Do not assume the Act itself lists every field; prescribed forms can require more.
Illustrative example
Hypothetical: preparing an incorporation document
Two founders plan to incorporate Alder LLP for a lawful consulting business.
Identify subscribers
Both founders sign the incorporation document and confirm the proposed lawful business.
Check particulars
The document states the proposed name, registered office, partner and designated partner details required by section 11(2).
Make the statement
An eligible professional engaged in the formation and one subscriber make the section 11(1)(c) compliance statement before filing.
Outcome
- The filing can proceed for Registrar assessment under section 12; a knowingly false compliance statement carries the sanction in section 11(3).
Glossary
- Subscriber
- A person who signs the incorporation document to form the LLP.
- Compliance statement
- The prescribed statement under section 11(1)(c) confirming compliance with incorporation requirements.
Frequently asked questions
Who signs the incorporation document?
At least two persons associated for a lawful profit-making business subscribe it. A specified formation professional and one subscriber make the accompanying compliance statement.
What happens if the compliance statement is knowingly false?
Section 11(3) provides imprisonment up to two years and a fine from ₹10,000 to ₹5 lakh for a person who knows the statement is false or does not believe it true.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026