LLP Form 8: Due Date, Audit Rules & Late Fee Explained

Every Limited Liability Partnership (LLP) registered in India must file Form 8 — the Statement of Account and Solvency — with the Registrar of Companies every year. It is one of only two annual MCA returns an LLP files (the other is Form 11, the annual return), but it is the one that carries the financial figures and the partners' declaration that the LLP can pay its debts.

For LLPs following the April–March financial year, Form 8 for FY 2025-26 is due on 30 October 2026. This guide explains what the form contains, when the accounts must be audited, who signs it, and how the late fee is worked out if the date is missed.

The Legal Basis

Form 8 flows from Section 34 of the Limited Liability Partnership Act, 2008 read with Rule 24 of the LLP Rules, 2009:

• Section 34 requires every LLP to maintain proper books of account and to prepare a Statement of Account and Solvency within six months of the end of each financial year.
• The statement must then be filed with the Registrar within 30 days after those six months expire — that is, by 30 October for a 31 March year-end.
• Rule 24 prescribes the form (Form 8), the signing requirements and the audit provisions.

Filing is done on the MCA V3 portal as a web-based form, signed with the digital signature certificates (DSCs) of the designated partners.

Who Must File

Every LLP files Form 8, including:

• LLPs with nil turnover or no business activity during the year
• LLPs incorporated during the year (for the first financial year they close)
• LLPs that have applied for closure but have not yet been struck off

There is no small-size exemption from filing. Only the audit requirement and the late fee rate change with size.

What the Form Contains

Form 8 has two broad parts.

Part A — Statement of Solvency. The designated partners declare whether, in their opinion, the LLP is able to pay its debts in full as they fall due in the normal course of business. This is a personal declaration, so it should reflect the actual position, not just a ticked box.

Part B — Statement of Account. This captures:

• the Statement of Assets and Liabilities as at 31 March (partners' contribution, reserves, secured and unsecured loans, trade payables, fixed assets, investments, inventory, receivables, cash and bank, and so on)
• the Statement of Income and Expenditure for the year (turnover, other income, purchases, employee costs, finance costs, depreciation, taxes and net profit or loss)
• whether turnover exceeded ₹40 lakh during the year
• details of contingent liabilities and charges, where applicable

The totals entered in the webform must reconcile with the finalised (and, where required, audited) books. Figures that do not fit a standard head should go under "others" with a clear description rather than being merged into an unrelated line.

When the Accounts Must Be Audited

Under Rule 24(8), an LLP whose turnover does not exceed ₹40 lakh or whose partners' contribution does not exceed ₹25 lakh is not required to have its accounts audited.

In practice, audit is generally treated as required once either limit is crossed, and the MCA filing instructions ask for auditor certification on that basis. The literal "or" in the rule has been read differently by some, so an LLP that crosses only one limit should decide its position deliberately and keep a record of the reasoning.

Two other points often get missed:

• The LLP Agreement may require an audit even below these limits. If it does, the agreement prevails.
• Tax audit is a separate test. An LLP may need a tax audit under the Income Tax Act even when no LLP Act audit is required, and vice versa.

Who Signs Form 8

• Two designated partners sign the form with their DSCs. Their DIN/DPIN KYC must be current, or the portal will not accept the signatures.
• Where the accounts are audited, the auditor's details are entered and the auditor certifies the form.
• The MCA instruction kit for the current version of the form sets out any further professional certification required; check it before filing, as requirements on the V3 portal are updated from time to time.

Filing Fee

The normal filing fee depends on the LLP's total contribution:

How the Late Fee Works

Until March 2022, a delayed Form 8 attracted a flat additional fee of ₹100 per day with no upper limit. From 1 April 2022, the LLP Rules were amended to replace this with a ladder based on multiples of the normal fee, with lower multiples for small LLPs:

The additional fee is payable on top of the normal filing fee. For Form 8 and Form 11, the per-day element beyond 360 days has no ceiling.

Who is a "small LLP"? Under Section 2(1)(ta) of the LLP Act, an LLP whose partners' contribution does not exceed ₹25 lakh and whose turnover (as per the Statement of Account and Solvency for the preceding financial year) does not exceed ₹40 lakh. The Act allows the Government to raise these limits by rules; check whether any higher limit has been prescribed when you file.

A worked example

Suppose an LLP has partners' contribution of ₹12 lakh and turnover of ₹1.5 crore. It is not a small LLP because turnover exceeds ₹40 lakh. Its normal Form 8 fee is ₹200.

If it files Form 8 on 15 December 2026 — 46 days after the 30 October due date — the delay falls in the 31–60 day band:

• Normal fee: ₹200
• Additional fee: 8 × ₹200 = ₹1,600
• Total payable: ₹1,800

If the same LLP had contribution of ₹12 lakh and turnover of ₹30 lakh, it would be a small LLP, and the additional fee for the same delay would be 4 × ₹200 = ₹800.

The MCA portal calculates the actual fee at the time of payment, and that figure prevails.

Penalty is separate from the late fee

The additional fee is only the cost of filing late. Separately, Section 34(5) provides for a penalty of ₹100 for each day the failure to file continues, subject to a maximum of ₹1 lakh for the LLP and ₹50,000 for each designated partner. This penalty is imposed through adjudication by the Registrar, not collected automatically at the time of filing. The Act provides for lower penalties for small LLPs and start-up LLPs.

Common Mistakes

• Treating a nil-activity LLP as exempt. Dormant LLPs still file Form 8 (and Form 11). Years of non-filing can lead to heavy accumulated fees and strike-off proceedings.
• Filing before the accounts are final. Form 8 figures should come from closed, approved books. Revising figures after filing is cumbersome.
• Mismatch with the income tax return. Turnover and profit in Form 8 should agree with the ITR and, where applicable, the tax audit report. Differences invite questions from both departments.
• Expired DSC or pending KYC. A lapsed DSC or inactive DPIN on the deadline day is one of the most common reasons for missing 30 October.
• Ignoring the LLP Agreement. Some agreements require audit or partner approval of accounts regardless of the statutory limits.
• Not keeping the final acknowledgement. Generating an SRN is not the same as completing the filing. Keep the payment challan and the approved form.
• Waiting for an extension. MCA has extended LLP due dates in some past years through general circulars, but this cannot be assumed. Any extension is published as a circular on mca.gov.in.

Form 8 vs Form 11 at a Glance

Quick Pre-Filing Checklist

1. Finalise the books for FY 2025-26 and complete the audit, if applicable.
2. Confirm contribution and turnover to determine the fee slab and small LLP status.
3. Check DSC validity and DIN/DPIN KYC status of both signing designated partners.
4. Reconcile Form 8 figures with the ITR and tax audit report.
5. File on the MCA V3 portal, pay the fee and save the challan and approved form.

This guide reflects the LLP Act, 2008 and LLP Rules, 2009 as amended up to October 2026, including the fee changes effective 1 April 2022. Due dates can be extended by MCA circular and fee or threshold limits can change by notification. Confirm the current position on the MCA portal before filing.

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• Assistance with ROC annual compliance filing, including LLP Form 8 and Form 11, in Chhattisgarh and Odisha.
• Information on LLP registration and post-incorporation filings.
• Background reading: Private Limited Company vs LLP — which entity to choose.
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