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How to Change an LLP Agreement

Updated on: Oct 12th, 2021

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4 min read

Agreement of the Limited Liability Partnership (LLP) is its charter, similar to Memorandum of Association and Articles of Association of a company. In the agreement, nature of business activities, rights, duties, and obligations of partners are mentioned.

Changing an LLP agreement is very easy.

Step 1– A resolution needs to be passed to revise the LLP agreement.

Step 2 – Form 3 is to be filed with the Registrar within 30 days of passing the resolution.

Details to be filled in Form 3

1. Date of modification in the agreement

2. Reason of change– whether the change is on account of:

  • Change in business activities
  • Change in partner(s)
  • Change in partner’s contribution and percentage of profit sharing
  • Change in any other relevant details like:
  1. Rights and duties of partners
  2. Restrictions on the authority of partners
  3. Management and administration of LLP
    • Acts that can be done only with the consent of all the partners/ consent of a specific number or percentage of partners
    • Procedure of calling, holding and conducting meetings
  4. Details of indemnity clause
  5. In relation to partner(s), details of agreement related to
    • Admission
    • Retirement
    • Cessation
    • Expulsion and
    • Resignation
  6. Resolution of disputes between
    • The partners
    • The partner and the LLP
  7. Duration of the LLP
  8. Voluntary winding up
  9. Any other clauses related to the LLP agreement

3. Details of business activities after change 4. Main division of industrial activity as per NIC-2004 (based on changed business activities) 5. Details of partner’s contribution and profit sharing ratio after change in the LLP agreement

  • Type of change (deletion/ change)
  • Details of each partner (DPIN/ PAN), amount of contribution and percentage of profit sharing
  • Total amount of contributions after the changes in the LLP agreement

Documents to be attached with Form 3

  • Initial LLP agreement
  • Changed LLP agreement
  • Any other document(s)

Step 3 – File Form 4 for change in partner/ designated partner

If the change is due to change in partner(s)/ designated partner(s), Form 4 is also required to be filed along with Form 3.

In case of appointment, cessation, change in name/address/ designation of a designated partner or partner, Form 4 has to be filed.

In this form, details of all individuals and corporates being appointed as partner(s) and designated partner(s) have to be filled.

Documents to be attached with Form 4

  • Consent of the partner
  • Evidence of cessation
  • Affidavit or any proof of change of name
  • If the partner or a designated partner is a company, copy of resolution of the company to become partner in LLP
  • Copy of resolution/ authorization letter mentioning name and address of individual nominated as representative nominee/ partner.
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Quick Summary

An LLP agreement is similar to a company's Memorandum of Association and Articles of Association, outlining details about the partnership. Changing the agreement involves passing a resolution, filing Form 3 with the Registrar, and potentially filing Form 4 for partner changes. The process includes updating information like business activities, partner details, and profit-sharing ratios.

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