Company · Birth
Should we start as a private limited company or an LLP?
The short answer
A private limited company and an LLP are incorporated through different routes — SPICe+ (INC-32) for a company, FiLLiP with RUN-LLP name reservation for an LLP. The choice usually comes down to three things: whether you need equity shares for VC funding, how much ongoing compliance you can carry, and whether you will cross audit thresholds. See the full comparison at /compare/private-limited-vs-llp before you pick a structure.
What gets filed with MCA
One-time filing at the time of LLP incorporation.
Section 3, LLP Act 2008; LLP Rules 2009
LLP name reservation web service
Rule 18, LLP Rules 2009
The sequence
- 1List your funding needs — VCs typically require share-based equity, which a private limited company provides
- 2Compare ongoing compliance load — an LLP is generally lighter than a private limited company
- 3Check whether your projected turnover or contribution will trigger mandatory audit thresholds
- 4Review the side-by-side comparison at /compare/private-limited-vs-llp
- 5File FiLLiP with RUN-LLP for an LLP, or SPICe+ (INC-32) with INC-33 and INC-34 for a private limited company
Do it with us — or check it yourself first
Questions founders actually ask
Which structure do VCs prefer?
Venture capital investors typically need equity shares, which a private limited company can issue. An LLP has partner contributions rather than share capital, making it less suited to standard VC term sheets.
Is an LLP easier to run day to day?
An LLP generally carries a lighter compliance load than a private limited company — fewer mandatory filings, and partner profit withdrawals are not taxed as dividends the way company distributions are in shareholders' hands. Audit requirements also differ by turnover and contribution thresholds.
How do you incorporate each structure?
A private limited company is incorporated through SPICe+ (INC-32) with INC-33 and INC-34 under the Companies Act 2013. An LLP is incorporated through FiLLiP after reserving a name via RUN-LLP under the LLP Act 2008 and LLP Rules 2009.
Last verified 2026-08-24 against MCA V3 records and ICSI reference material. Form-level deadlines and penalties live on the linked form pages and update there.