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Change in LLP Agreement

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Required Documents

Initial LLP agreement

Supplementary LLP agreement

Resolution/consent of partners for proposed change

DSC of one of the authorized partner

Certificate of Incorporation

PAN card of LLP

Affidavit or proof of change of name

If the partner or designated partner is a company, copy of resolution of the company to become partner in LLP

Evidence of cessation of partnership- for form-4 where there is any retirement or death of partner

What we will deliver

Drafting of supplementary deed

Execution of Form-3

Execution of Form-4

LLP agreement is the charter of LLP. It works similar to memorandum of association and articles of association for a company.  LLP agreement governs the scope of operations of LLP. LLP agreement lays down the rights, duties and obligations of the partners and the designated partners. An LLP agreement can be changed any time after incorporation with the mutual consent of the partners. To change any of the clauses, a supplementary agreement or deed is to be executed on non judicial stamp paper with appropriate stamp duty. Any change so made should be notified to ROC within 30 days of change or execution of the supplementary agreement

 

Penalty of Rs. 100 per day is levied for delay in intimating to ROC.

Required Documents

Initial LLP agreement

Supplementary LLP agreement

Resolution/consent of partners for proposed change

DSC of one of the authorized partner

Certificate of Incorporation

PAN card of LLP

Affidavit or proof of change of name

If the partner or designated partner is a company, copy of resolution of the company to become partner in LLP

Evidence of cessation of partnership- for form-4 where there is any retirement or death of partner

Step by Step Procedure of Change in LLP Agreement

STEP 1

Pass a resolution of partners agreeing to revise the LLP agreement

STEP 2

Execute the supplementary agreement/deed incorporating the proposed changes in LLP signed by all the partners

STEP 3

Get supplementary agreement notarized from notary public

STEP 4

Fill Form-3 including date of modification and reason of change and other details

STEP 5

Submit Form-3 with ROC within 30 days of the date of execution of supplementary agreemen

STEP 6

Also fill & submit Form-4 if there is change in partner (admission/retirement/death) or designated partner

What we will deliver

Drafting of supplementary deed

Execution of Form-3

Execution of Form-4

Frequently Asked Question

Why change in LLP agreement is required?

Changes in LLP agreement is necessitated in the case of happening of following events:-

  • Change in business activities of LLP
  • Change in the name of LLP
  • Change in the capital contribution by partners of the LLP
  • Changes in rights, duties and obligations of LLP
  • Change in registered address of LLP
  • Change in the constitution of LLP or change in profit sharing ratio
  • Changes in clauses regarding addition, expulsion, retirement or resignation of any partner
  • Changes in any other clauses of LLP agreement

Is it compulsory to file supplementary LLP agreement to ROC?

Yes, it is compulsory to intimate ROC within 30 days of execution of supplementary agreement

When is the supplementary deed required to be filed?

Supplementary agreement or deed is required to be filed with ROC within 30 days of the date of its execution or effective date, whichever is earlier

When will the changes in LLP agreement be effective?

The changes in LLP Agreement shall be effective since the date of execution or effective date, however only after receipt of approval from Registrar for the application made in concerned form

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