Procedure to Change an LLP Agreement

An LLP (Limited Liability Partnership) Agreement is signed between all the partners of the LLP at the time of its incorporation. Making changes in an LLP agreement helps align your business with its current needs and responsibilities. Once partners agree to the updates, a resolution is passed, and the revised agreement is drafted and submitted to the Registrar of Companies using the required forms. Whether it is a change in roles, profit sharing, or business objectives, updating the agreement ensures your LLP stays legally compliant and reflects the true nature of your operations. In this blog, you will learn about the procedure to change an LLP agreement.

What Is an LLP Agreement?

An LLP Agreement is a legal document that defines the rules, responsibilities, and working relationship between partners in a Limited Liability Partnership (LLP). It includes details like each partner’s role, capital contribution, profit-sharing ratio, decision-making process, and how disputes will be resolved. This agreement is registered with the Ministry of Corporate Affairs (MCA) and protects the interests of all partners by ensuring transparency and legal clarity. Though an LLP can be registered without an agreement, having one is essential for smooth operations.

Who Signs the LLP Agreement?

An LLP (Limited Liability Partnership) Agreement is a legally binding document that outlines the mutual rights, duties, and responsibilities of the partners in an LLP. It must be signed by:

1. All Partners of the LLP

• All individuals who are part of the LLP, including both Designated Partners and Ordinary Partners, are required to sign the LLP Agreement.
• This includes both Indian residents and foreign nationals (if applicable), who are recognized as partners in the LLP.

2. Designated Partners

• Designated partners have specific legal responsibilities under the LLP Act, 2008.
• They are responsible for ensuring the filing of necessary documents with the Registrar of Companies (RoC), including the LLP Agreement.

Key Aspects Related to Signing the LLP Agreement

1. Execution of the Agreement

• The agreement must be executed on a non-judicial stamp paper, the value of which varies by state as per respective Stamp Act.
• It must be notarized after being signed by all partners.

2. Filing with ROC

• After execution, the LLP Agreement must be filed with the Registrar of Companies (RoC) using Form 3 on the MCA portal.
• This filing must be done within 30 days of the date of incorporation of the LLP.

3. Contents of the Agreement

The LLP Agreement typically includes the following

• Name of the LLP
• Business objectives
• Details of partners and their capital contributions
• Profit-sharing ratios
• Roles and duties of partners
• Rules for admission, resignation, or expulsion of partners
• Dispute resolution mechanisms
• Clauses for winding up or dissolution

4. Legal Importance

The LLP Agreement acts as the foundational document for the governance of the LLP. It holds legal enforceability in case of disputes or issues between partners.

Why Is It Important?

• Without a signed and registered LLP Agreement, the default provisions of the LLP Act, 2008 apply, which may not be favorable or specific to the needs of the partners.
• Having a signed agreement ensures clarity, transparency, and legal protection for all parties involved.

When to Modify an LLP Agreement?

An LLP agreement must be updated whenever there are key changes in the partnership structure or business operations. This ensures that all partners are legally protected and that the agreement reflects the current status of the firm.

• You should modify the LLP agreement if there is a change in business activities, such as expanding into new sectors or altering the scope of services.
• If a new partner is added or an existing one retires or resigns, the agreement must be updated accordingly.
• Modifications are also necessary in case of changes to capital contribution, profit-sharing ratios, or roles and responsibilities of partners.
• Other reasons include changes in the registered office address, updates in terms of decision-making, or any clause that affects the rights and duties of partners.
• As per the Limited Liability Partnership Act, 2008, any amendment to the agreement must be filed with the Registrar of Companies using Form 3 within 30 days of such change. Failing to do so may attract penalties.

Updating your LLP agreement on time keeps the partnership legally compliant and ensures smoother internal management.

Legal basis for LLP Agreement Changes in India

The following details include the legal basis for LLP agreement changes in India:

• Legal Basis for Changing an LLP Agreement in India

Under the Limited Liability Partnership Act, 2008, an LLP agreement governs how partners interact and operate. Section?23 and related rules empower partners to modify this agreement when circumstances change

• Amendment Authority

Section?23 allows an LLP agreement to be changed at any time after incorporation. All partners must agree, and any amendment must be signed and ratified by everyone

• Mandatory Filing of Changes

Rule?21 of the LLP Rules, 2009 requires filing Form 3 (Information about LLP Agreement) with the Registrar of Companies within 30 days of passing a resolution for change or making a new agreement. This ensures the MCA stays updated.

• Changes Triggering Amendments

Modifications may include partner additions or exits, capital contributions, profit-sharing ratios, business activities, partner roles, or changes in registered office. All these must be reflected in the updated agreement and filed through Form?3

• Supporting Transparency and Compliance

If such changes are not filed, the LLP risks penalties under Section?35 and suffers in transparency and legal standing. Accurate, timely updates build trust with regulators, banks, investors, and stakeholders.

• Additional Disclosures (2023)

Recent amendments (LLP Amendment Rules, 2023) require extra information on Form 3, such as partner identities (DPIN/PAN) and corporate nominee details, enhancing ownership transparency

Procedure to Change an LLP Agreement

Updating your LLP agreement is essential when business or partner details change. Follow these steps to stay legally sound and protect all partners:

Step 1: Discuss and Pass a Resolution

First, the partners should meet and talk through the proposed changes—whether it is  adding a partner, updating capital, shifting roles, or broadening business activities. Once agreed, pass an official resolution stating what will be changed

Step 2: Draft the Amendment (Supplementary Deed)

Work with a practitioner or lawyer to prepare a supplementary deed or updated LLP agreement. This document should clearly state the changes and be printed on stamp paper. It must be signed by all partners and witnessed by at least two people.

Step 3: File Form 3 with MCA (Within 30 Days)

Submit Form 3 ("Information with regard to LLP Agreement") to the Ministry of Corporate Affairs (MCA) online within 30 days of passing the resolution. Form 3 includes details like partners’ contributions, roles, profit-sharing, business scope, and changes being made

Step 4: File Form 4 (If Partner Details Change)

If the amendment includes adding, removing, or changing details of partners or designated partners, also file Form 4 ("Notice of appointment, cessation, details of DP") within 30 days, attaching the necessary documents like consents, authorisations, or resignation proof

Step 5: Pay Fees, Stamp Duty, and Use DSC

Pay the required stamp duty (varies by location and capital contribution) and government filing fees. Digital Signature Certificates (DSC) are needed for authorised partners to sign Form 3 and Form 4

Step 6: MCA Verification and Issue of Certificate

The Registrar of Companies at MCA reviews the form. Once accepted, MCA updates the LLP Master Data. You can then download the Certificate of Registration for the amendment from the portal

Step 7:  Maintain Records and Share Updates

Keep the signed amended LLP agreement, resolution copy, stamped documents, and MCA files stored safely. Share updated agreements with stakeholders—banks, investors, and authorities—to keep everyone informed and avoid future issues.

Documents Required for LLP Agreement Modification

Here is the list of documents needed for LLP agreement modification:

Board/Partners’ Resolution: Resolution passed by the partners approving the changes in the LLP Agreement.

Revised LLP Agreement / Supplementary Deed

• Updated agreement reflecting the changes made (on non-judicial stamp paper as per state-specific stamp duty rates).
• Signed by all partners and witnessed.

Original LLP Agreement: For reference and comparison during submission.

Form 3 (LLP Agreement Information): To be filed with the Ministry of Corporate Affairs (MCA) within 30 days of change.

Form 4 (if there is a change in partners/designated partners): Required if partners are added, removed, or their details are updated. Also, must include the following:

• Consent of incoming partner (if applicable)
• Resignation letter (if a partner is leaving)
• Appointment/resignation resolutions
• ID & address proof (PAN/Aadhaar/Voter ID/Passport)

Digital Signature Certificate (DSC): For signing and submitting Form 3 and/or Form 4 online.

Certificate of Registration (LLP Incorporation Certificate): A copy may be needed to cross-verify LLP details.

Authorisation Letter (if applicable): If a professional is filing on behalf of the LLP.

Payment Challan: Proof of fee paid to MCA and stamp duty (if applicable).

Form to Fill: LLP Form 3

LLP Form 3, officially titled “Information about Limited Liability Partnership Agreement and changes, if any, made therein”, is a key compliance document required by the Ministry of Corporate Affairs (MCA) in India. This form records either the initial LLP Agreement at incorporation or any subsequent amendments, like changes in capital contributions, partner roles, profit-sharing ratios, or business scope

When & How to File

You must file Form 3 within 30 days of either incorporation or any amendment to the LLP Agreement. Missing this deadline leads to a late filing penalty of Rs 100 per day, which has no upper limit

Government Fees for LLP Agreement Changes

When you update your LLP agreement, the government charges a filing fee based on your LLP’s capital contribution:

• If the contribution is up to Rs 1?lakh, the Form 3 fee is Rs 50.
• Between Rs 1?lakh and Rs 5?lakh, it is Rs 100.
• Between Rs 5?lakh and Rs 10?lakh, it is Rs 150.
• Between Rs 10?lakh and Rs 25?lakh, it becomes Rs 200.
• For Rs 25?lakh to Rs 1?crore, the fee is Rs 400.
• Above Rs 1?crore, the fee is Rs 600.

If updates involve adding or removing partners, Form 4 must also be filed. The fees are Rs 50 for small LLPs or Rs 150 for others.

If you have missed the 30-day deadline, you will face late fees, which can go up to several times the original amount, depending on how late the filing is.

Additionally, there may be state-level stamp duty on the revised agreement (varies by region), and you will also need a Digital Signature Certificate (DSC) for filing online.

Things to keep in mind when making changes

Updating an LLP agreement is a crucial legal task that must be done with care. Whether you are changing partner roles, capital contributions, profit sharing, or business activities, staying compliant with FSSAI and Ministry of Corporate Affairs (MCA) rules helps your LLP stay safe, legal, and well-managed.

• Get Partner Approval First

Any change in the LLP agreement, small or big, must first be discussed and agreed upon by all existing partners. It is important to record this decision in a properly passed resolution. This ensures mutual understanding and avoids disputes later.

• Draft a Clear and Complete Supplementary Agreement

After the resolution, the next step is to draft a supplementary LLP agreement that includes all the new or updated clauses. Make sure the wording is legally sound, and the document is signed by all partners on non-judicial stamp paper (as per the applicable state’s stamp duty).

• File Form 3 Within 30 Days

The law requires that any amendment to the LLP agreement must be filed with the Registrar of Companies using Form 3 within 30 days of the change. If you are adding or removing a partner, Form 4 must also be filed. Late filing can lead to a penalty of Rs. 100 per day, with no maximum limit.

• Attach All Supporting Documents

Attach all necessary documents while filing online—like the original resolution, supplementary deed, consent or resignation letters (if applicable), and valid ID/address proofs. All forms must be digitally signed using a valid Digital Signature Certificate (DSC) of the designated partner.

• Review Capital and Profit-Sharing Changes Carefully

If you are changing the capital contribution or profit-sharing ratio, make sure it is updated across all related clauses in the LLP agreement. Also, check if these changes affect any tax filings or compliance obligations.

• Update Stakeholders and Keep Records

Once MCA accepts the change, download the acknowledgement or revised certificate from the portal. Keep updated copies of the agreement and resolutions for internal use and share them with banks, investors, and auditors.

• Ensure Legal and Tax Compliance

Some changes, like shifting the registered office or changing business activity, may need other approvals (GST, FSSAI, bank KYC, etc.). Inform all related departments to avoid legal trouble.

Keeping your LLP agreement updated is not just a legal step, it is a smart way to stay aligned, transparent, and trustworthy. From partner roles to business changes, every update builds clarity and confidence. Timely filing, accurate paperwork, and proper approvals ensure your LLP remains compliant, protected, and ready for growth in a dynamic business environment. This article provided you with a detailed guide on the procedure to change an LLP agreement. Contact Online Legal India to get assistance and support in filing an LLP registration from professional experts.