Change LLP Agreement Online

An LLP Agreement records the terms that govern the LLP and its partners. Partners can include clauses covering contributions, profit sharing, management, partner rights, dispute resolution, and other agreed matters.

The partners should draft these clauses according to the LLP's actual arrangements. If the agreement does not address a matter covered by the First Schedule, the statutory default provisions apply.

For a detailed clauses breakdown and drafting help, see our LLP Agreement guide.

If you want to make changes to an existing LLP agreement, you will need to prepare and submit the following documents:

Documents to Submit with Form 3

These documents are required to update the LLP agreement officially:

• Original LLP Agreement: The existing agreement that was filed earlier.
• Revised LLP Agreement: The updated version of the agreement that shows the proposed changes.
• Supplementary Deed: A separate document that highlights the specific changes made to the original agreement.
• Partner Resolution: A copy of the resolution passed by the partners during a meeting, approving the change.

Documents to Submit with Form 4

If the LLP Agreement amendment involves the appointment, cessation, or change in particulars of a partner or designated partner, the LLP may need to file Form 4 along with Form 3. The required attachment depends on the type of change:

• Appointment: Signed consent of the person agreeing to become a partner or designated partner.
• Cessation: Evidence of cessation of the partner or designated partner.
• Body Corporate Partner: Resolution of the body corporate approving its appointment as a partner and the nomination of its nominee or designated partner, where applicable.

Documents to Submit with Form 5

If the amendment also involves an LLP name change, the LLP must file Form 5 with the applicable supporting documents:

• Partner Consent: Consent of all partners when the name change is based on their consent.
• Minutes or Resolution: Copy of the minutes, resolution, or partner consent when the LLP follows the procedure specified in its LLP Agreement.
• Government or Registrar Direction: Copy of the direction received from the Central Government or Registrar, where applicable.
• Other Supporting Documents: Any additional document required for the specific name-change application.

The amendment process generally involves approving the proposed change, preparing and executing the revised agreement, and filing LLP Form 3 with the MCA. The LLP must complete the Form 3 filing within 30 days of the change.

The following are the steps involved in amending an LLP Agreement:

Step 1: Review the LLP Agreement and Approve the Change

Review the existing LLP Agreement to identify the clause that requires amendment and the approval procedure specified in the agreement. The partners should approve the proposed change and record the decision through the applicable resolution, consent, or minutes.

The approval should clearly state the proposed changes and their effective date.

Step 2: Prepare the Amended or Supplementary LLP Agreement

Prepare an amended or supplementary LLP Agreement that reflects the approved changes. Clearly identify the LLP, the provisions being changed, and the revised terms.

The agreement may record changes to business activities, partner details, contribution, profit-sharing percentages, or other agreed terms. MCA requires the initial or supplementary/amended LLP Agreement containing the changes to be attached to Form 3.

Step 3: Execute the Agreement and Pay Stamp Duty

Execute the amended or supplementary LLP Agreement according to the applicable State stamp laws. Stamp duty varies by state and may depend on the nature of the instrument and the amount involved. For example, states such as Maharashtra prescribe stamp duties under their respective stamp laws, so the LLP should check the applicable state schedule before executing the agreement.

The designated partner in the LLP should ensure that all required parties sign the agreement using the applicable stamping method before filing Form 3.

Step 4: File LLP Form 3 with the MCA

File LLP Form 3 with the Registrar through the MCA portal to report the change in the LLP Agreement. Select the option for filing information regarding changes in the LLP Agreement.

MCA requires Form 3 under Purpose 2 to be filed within 30 days of the change in the LLP Agreement.

Step 5: Enter the Details of the Amendment

Enter the LLP identification details and the date of modification in the LLP Agreement. Select the applicable reason for the change.

MCA provides the following Form 3 categories:

• Change in business activities
• Change in partner(s)
• Change in partner contribution and percentage of profit sharing
• Change due to other reasons

Enter the revised details and ensure that they match the executed LLP Agreement.

Step 6: Attach the Required Documents

Attach the initial LLP Agreement or supplementary/amended LLP Agreement containing the changes. Add any other document required for the specific amendment.

For example, a change involving the addition or deletion of a partner or designated partner requires a linked Form 4 filing. If a change in business activities also requires an LLP name change, Form 5 may be linked with Form 3.

Step 7: Digitally Sign and Certify Form 3

A designated partner must digitally sign LLP Form 3. The person signing the form must be different from the person in whose respect the form is being filed. A practicing Chartered Accountant, Cost Accountant, or Company Secretary must also digitally certify the form, as prescribed by MCA.

The Form 3 filing fee depends on the LLP's total contribution; see the Form 3 Filing Fee section below.

Step 8: Submit the Form and Keep the Filing Record

Submit Form 3 on the MCA portal after completing the required details, attachments, signatures, certification, and applicable fee payment. Keep the SRN, filed Form 3, amended or supplementary LLP Agreement, and payment acknowledgment with the LLP's records.

If the amendment requires Form 4 or Form 5, complete the linked filing according to the applicable MCA requirements.

The amendment process may take time for drafting and stamping, but Form 3 must be filed within 30 days of the change.

The additional MCA forms required with Form 3 depend on the type of change made to the LLP Agreement. Common linked filings include:

• Form 4: Required when the amendment also involves the appointment, cessation, or change in particulars of a partner or designated partner. Under Section 25(2) of the LLP Act, 2008, the LLP must file the required notice with the Registrar within 30 days of the change.
• Form 5: Required when the LLP Agreement amendment involves a change in the LLP's name. The proposed name must be reserved through the MCA process before completing the applicable name-change filing.
• Form 15: Required when the change involves shifting the LLP's registered office. It records the new registered office address and requires supporting documents, including proof of the changed address and the partners' decision or the relevant LLP Agreement provision.

The normal Form 3 fee depends on the LLP's total contribution:

MCA specifies these contribution-based filing fees in the Form 3 Instruction Kit. A delayed filing also attracts the applicable additional fee based on the period of delay.

An LLP must file Form 3 within 30 days of changing its LLP Agreement. A delayed filing attracts an additional fee based on the period of delay and the normal Form 3 filing fee. The additional fee increases as the delay period increases.

The exact amount depends on the LLP's contribution and the length of the delay. There is no single fixed late fee for Form 3. For the applicable normal and additional filing fees, refer to our detailed Form 3 LLP guide.

A Supplementary LLP Agreement is a legal document used to record any changes or modifications made to the original LLP Agreement. This could include changes such as the addition/removal of partners, changes in capital contribution, profit-sharing ratio, business activities, or any other key clauses. It must be drafted carefully and filed with the MCA by submitting Form 3 within 30 days of such a change.

Below is a standard format for a Supplementary LLP Agreement:

The Limited Liability Partnership Act, 2008, and the LLP Rules, 2009, provide the legal framework for amending an LLP Agreement and maintaining LLP Compliance. The key provisions are:

• Section 23 of the LLP Act, 2008: An LLP Agreement governs the mutual rights and duties of the partners and the LLP. Any change to the agreement must be filed with the Registrar in the prescribed manner.
• First Schedule of the LLP Act: The First Schedule provides default rules for matters not covered by the LLP Agreement. These include provisions relating to capital, profit and loss sharing, partner remuneration, management, voting, admission of partners, and other matters. For example, partners generally share capital, profits, and losses equally when the agreement does not provide otherwise.
• Rule 21 of the LLP Rules, 2009: LLP Form 3 is used to file information relating to the LLP Agreement. For subsequent amendments, Form 3 must be filed under Purpose 2 within 30 days of the change in the LLP Agreement, along with the applicable fee.
• Section 67 of the LLP Act, 2008: This section allows specified provisions of the Companies Act, 1956 to apply to LLPs through notification by the Central Government. It does not itself provide a general exemption from the Form 3 filing deadline. Delayed Form 3 filings are subject to the applicable additional-fee provisions under the LLP filing framework.