LLP vs Private Limited Company: Which is Better for Startups in Delhi NCR?

When launching a startup in Delhi NCR, one of the most crucial early decisions is choosing the right legal structure. Two of the most popular options—Limited Liability Partnership (LLP) and Private Limited Company (Pvt Ltd)—both offer liability protection and flexibility, but they differ significantly in terms of compliance, fundraising ability, and scalability.

In this guide, we break down both options across key factors to help you decide which structure suits your startup journey in Delhi NCR.

What is an LLP?

A Limited Liability Partnership is a hybrid structure that combines the features of a partnership and a company. It is registered under the LLP Act, 2008 and offers limited liability to its partners. LLPs are ideal for small-scale service businesses and professional firms like consultancies, CA firms, and legal practices.

Key Features:

  • No minimum capital required

  • At least two partners needed

  • One designated partner must be an Indian resident

  • Easy compliance compared to Pvt Ltd

What is a Private Limited Company?

A Private Limited Company is a separate legal entity registered under the Companies Act, 2013. It is the most favored structure for startups that plan to raise venture capital, issue shares, or eventually go public.

Key Features:

  • Requires a minimum of two shareholders and directors

  • Limited liability for all members

  • Can issue shares to investors

  • Higher credibility with banks, investors, and customers


Feature

LLP

Private Limited Company

Governing LawLLP Act, 2008Companies Act, 2013
Minimum Members2 Partners2 Shareholders & 2 Directors
Separate Legal EntityYesYes
Limited LiabilityYesYes
Fundraising from InvestorsNot allowedAllowed (VCs, angel investors, etc.)
Taxation30% + cess (Flat rate)25% for turnover < ₹400 Cr
Annual Compliance CostLow (~₹5K–₹10K)High (~₹15K–₹30K)
Statutory Audit RequirementOnly if turnover > ₹40 lakhMandatory regardless of turnover
Ease of ConversionComplexEasier to scale or convert to public

Real-World Scenarios: What Delhi Startups Choose

Let’s consider two startup journeys in Delhi NCR to understand this choice better: 🔹 Case 1: Renu & Co – A Marketing Consultancy (LLP) Renu and her co-founder start a boutique digital marketing agency in South Delhi. They don’t plan to raise funding and just want a clean, professional structure for billing clients and limiting personal liability. They choose an LLP because: It has lower setup and compliance costs They don't need equity investors They want to focus on operations, not paperwork 🔹 Case 2: TechSpark Pvt Ltd – A SaaS Startup (Private Limited) An IIT Delhi duo builds a tech product with the intention of pitching to angel investors and incubators like T-Hub and Y Combinator. They register as a Private Limited Company because: They need to issue shares to investors A formal board structure improves credibility Startup India benefits (tax exemption, DPIIT recognition) apply more easily to Pvt Ltd entities

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