Form LLP(I) & LLP(II) – FDI Reporting for LLPs

An LLP that takes foreign capital has its own pair of RBI filings: Form LLP(I) when contribution comes in (30 days) and Form LLP(II) when profit share changes hands between a resident and a non-resident (60 days). They are the LLP-world equivalents of FC-GPR and FC-TRS – same portal, same AD-bank verification, same LSF if missed. This guide covers both forms plus the rest of the SMF form family so nothing slips.

Before the forms: the FDI itself must qualify – the LLP’s sector must allow 100% automatic FDI with no performance conditions. That test, the pricing rules and the LLP-vs-company decision live in our FDI in LLP guide.

Form LLP(I) – capital coming in

ItemDetail
ReportsReceipt of capital contribution or profit-share consideration from a person resident outside India
Deadline30 days from receipt of the money – note: the trigger is receipt, not any allotment event
Filed byThe LLP, through its Business User on the FIRMS portal (Entity Master with LLPIN first)
DocumentsFIRC + KYC of the foreign partner, valuation/pricing certificate (fair value floor on repatriable contribution), partner consent/LLP agreement extract, declarations

Form LLP(II) – profit share changing hands

ItemDetail
ReportsDisinvestment or transfer of capital contribution / profit share between a resident and a non-resident (either direction)
Deadline60 days from receipt of funds
Filed byThe LLP (the resident leg’s obligations run through the LLP’s Business User)
PricingSame floor-and-cap logic as share transfers: NR acquiring – not below fair value; NR exiting – not above fair value
Non-repat carve-out: NRI/OCI contribution to an LLP (or firm) on non-repatriation basis is deemed domestic – no LLP(I)/(II), no pricing certificates, no FLA inclusion. For family-run LLPs taking NRI capital this is usually the cleaner route.

The LLP’s full FEMA calendar

EventFilingDeadline
Foreign contribution receivedForm LLP(I)30 days
Resident↔NR transfer of profit shareForm LLP(II)60 days
Annual position (outstanding FDI at 31 March)FLA return on FLAIR15 July
LLP makes a downstream investment (if foreign-owned/controlled)Form DI30 days
LLP borrows from abroadForm ECB-1 / ECB-2 – LLPs are eligible ECB borrowers under the 2026 frameworkLRN before drawdown; event-based ECB-2

The wider SMF family – quick reference

FormForDeadline
FC-GPR / FC-TRSCompany share issues / transfers30 / 60 days
LLP(I) / LLP(II)LLP contribution / transfers30 / 60 days
CNStartup convertible notes (issue or transfer)30 days
ESOPOptions to NR employees30 days from grant
DIDownstream investment30 days
InViInvestment-vehicle units to NRs30 days
DRRDepository receipts30 days from close
Common LLP slip-ups: treating the contribution date as “when the LLP agreement was amended” (the clock runs from receipt of money); skipping the Entity Master because “we’re not a company”; and forgetting the FLA because the LLP files no AOC-4. All three end in LSF.

Foreign partner joining your LLP?

We check the sector, paper the contribution, and file LLP(I)/(II) inside the deadlines – or regularise the ones already missed.

Talk to My Cloud Accountant

Frequently asked questions

What is the due date for Form LLP(I)?

30 days from the date the LLP receives the capital contribution from the foreign partner – the money date, not the LLP-agreement or MCA-filing date.

Is a valuation certificate needed for LLP FDI?

Yes on repatriable contributions – fair value certified by a CA or valuer sets the floor for the foreign partner’s entry (and the cap on exit). On non-repatriation basis, pricing rules do not apply.

Does an LLP with foreign partners file the FLA return?

Yes – LLPs with outstanding foreign contribution as on 31 March file the FLA on the FLAIR portal by 15 July, exactly like companies with FDI.

Can an LLP with FDI borrow from its foreign partner?

Yes – since the February 2026 ECB overhaul, LLPs are eligible ECB borrowers and any non-resident (including the foreign partner) is a recognised lender: LRN before drawdown, 3-year minimum maturity, arm’s-length pricing.

Your next step: the eligibility rules – FDI in LLP guide · portal setup – FIRMS & Entity Master · every deadline computed – FEMA deadline calculator

Based on the FEM (NDI) Rules 2019 (Schedule VI), the FEM (Mode of Payment and Reporting of Non-Debt Instruments) Regulations 2019 and the Master Direction on Reporting (updated June 2026). Last reviewed: July 2026.

Disclaimer: educational guide, not legal advice. Confirm sector eligibility and current portal requirements before accepting foreign contribution.
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