What is Change in LLP Agreement?

The LLP Agreement is the foundational document that defines the rights, duties, and obligations of the partners in a Limited Liability Partnership (LLP). Any change in business structure, capital contribution, profit-sharing ratio, management responsibilities, or addition/removal of a partner requires a formal amendment to this agreement.

A Change in LLP Agreement involves drafting a Supplementary Agreement, obtaining approval from all partners, and filing Form 3 with the Registrar of Companies (ROC).

Timely updates ensure that the LLP’s legal and financial framework remains accurate and enforceable, safeguarding the interests of all partners and ensuring smooth functioning.

✅ Benefits of Changing LLP Agreement
🎯 Client-centric, value-focused benefits.

1️⃣ Keeps the LLP’s legal structure aligned with current operations
2️⃣ Allows for smooth partner addition or exit with clear documentation
3️⃣ Updates profit-sharing and capital structure transparently
4️⃣ Enables change in business objectives or management roles
5️⃣ Ensures compliance with ROC to avoid penalties or disputes
6️⃣ Helps in fundraising or investment with updated terms
7️⃣ Reduces legal risks and fosters internal trust among partners

📑 Documents Required for Change in LLP Agreement
📂 Essential documents with brief explanations.

1️⃣ 📄 Existing LLP Agreement – Original registered agreement
2️⃣ ✍️ Supplementary Agreement – Document reflecting the proposed change
3️⃣ 🧾 Board Resolution – Partner resolution approving the changes
4️⃣ 🪪 PAN Card of Partners – For identity verification
5️⃣ 🏠 Address Proof of Partners – Aadhaar, passport, or utility bills
6️⃣ 📋 DSC (Digital Signature Certificate) – For authorized signatory filing

👤 Eligibility for Change in LLP Agreement
🧾 Who can apply?

All registered Limited Liability Partnerships (LLPs) under the LLP Act, 2008 are eligible to change their LLP agreement, provided:

• The change is approved by all existing partners

• The LLP is in active and compliant status

• There is a valid DSC for at least one designated partner

• The change must fall within the provisions permitted under law

Common changes include:

• Profit-sharing ratio

• Capital contribution

• Business activity or objectives

• Rights and duties of partners

• Addition or resignation of partners

🔄 Process of Changing LLP Agreement
🔁 Step-by-step breakdown of the service.

1️⃣ Discussion & Consultation – Understand the proposed amendments
2️⃣ Draft Supplementary Agreement – Reflecting the changes in detail
3️⃣ Partner Approval – Get signatures from all existing partners
4️⃣ Preparation of Form 3 – Detailing the revised clauses
5️⃣ ROC Filing – Submit Form 3 and documents via MCA portal
6️⃣ Acknowledgment & Update – Receive confirmation from ROC

⏱️ Timeline for Change in LLP Agreement
⏳ Estimated time required.

• Drafting & Approvals – 2–3 working days

• ROC Filing (Form 3) – Within 30 days of the agreement execution

• ROC Processing Time – 5–7 working days

Total Timeline: Approx. 7–10 working days, subject to ROC approval.

❓ Frequently Asked Questions (FAQs) about Change in LLP Agreement

1️⃣ What is Form 3 in an LLP?
Form 3 is used to notify the ROC about any changes in the LLP Agreement.

2️⃣ Is it mandatory to file Form 3 for every change?
Yes, any change in LLP Agreement must be reported to ROC using Form 3.

3️⃣ Can we change business activities through the agreement?
Yes, changes in business objectives must be reflected in the revised agreement and filed accordingly.

4️⃣ What happens if we miss the filing deadline?
Late filings attract penalties and may affect legal enforceability.

5️⃣ Can we change the profit-sharing ratio anytime?
Yes, but with consent from all partners and a properly executed supplementary agreement.

6️⃣ Do we need to notarize the supplementary agreement?
While not mandatory, notarization adds legal strength and is highly recommended.

7️⃣ Is digital signature required for filing Form 3?
Yes, a valid DSC of a designated partner is needed to file Form 3.

8️⃣ Can a partner resign and the agreement be updated later?
The resignation and change must be documented and filed immediately to avoid non-compliance.

9️⃣ What is the government fee for this service?
ROC fees vary based on contribution and LLP status; additional fees apply for late filings.

🔟 Do you provide end-to-end assistance?
Absolutely. We handle everything—from drafting to filing with ROC, ensuring full compliance.