Changes to profit-sharing ratios, partner contribution, business activities, remuneration clauses or other commercial terms often mean amending the LLP agreement. Admission or cessation of partners may also require an amendment, depending on what the existing agreement says. Depending on the event, the LLP may also need to file Form 4, Form 5 or Form 15.
To amend an LLP agreement, follow the amendment procedure in the existing agreement and get the required partner approval. Then execute a supplementary or restated LLP agreement with the applicable stamp duty, and file Form 3 with the Registrar within 30 days of the change (Section 23(2), LLP Act, 2008, read with Rule 21). If the filing is late, an additional fee applies in delay bands under Section 69, and the multiple rises the longer the delay.
Businesses planning LLP registration in India should also ensure that their LLP agreement accurately reflects the partners’ rights, responsibilities and profit-sharing arrangements. Professional assistance can help with LLP registration, agreement drafting, amendments and MCA compliance.
Quick Summary
An LLP Agreement can be amended when there are changes in the partners, capital contribution, profit-sharing ratio, business activities, management structure or other agreed terms. The amendment should be properly approved, documented and reported to the MCA through the applicable filing process.
- Review the existing LLP Agreement to identify the clauses that need to be changed.
- Obtain the required consent or approval from the partners as specified in the existing agreement.
- Prepare a supplementary or amended LLP Agreement clearly recording the revised terms.
- File the applicable LLP Form 3 with the MCA to report changes to the LLP Agreement.
- If the amendment involves a change in partners or their details, Form 4 may also be required.
- Update the amended agreement and relevant details with banks, GST, tax authorities and other applicable registrations where necessary.
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When Does an LLP Need to File Form 3?
LLP Form 3 is used to file the LLP agreement and to report changes made to it. Here is how common changes map to filings:
| Change | Form 3? | Other form | Deadline |
| Profit or loss sharing ratio | Yes, where the agreement is amended | — | 30 days from the agreement change |
| Contribution of partners | Yes | — | 30 days from the agreement change |
| Admission of a partner | If the agreement changes | Form 4 | Form 4 within 30 days; Form 3 within 30 days if the agreement changes |
| Retirement or cessation of a partner | If the agreement changes | Form 4 | Form 4 within 30 days; Form 3 within 30 days if the agreement changes |
| Nature of business/business activity | Yes, where the agreement is amended | — | 30 days |
| Partner remuneration or interest clause | Yes | — | 30 days |
| LLP name | If the agreement is amended | RUN-LLP + Form 5 | As the name-change process requires |
| Registered office | If the agreement is amended | Form 15 | Form 15 within the applicable 30-day period |
| A partner’s own name or address | No, unless the agreement also changes | Form 4 | 30 days |
Where one event changes both partner particulars and the LLP agreement, use MCA’s linked-form process. Don’t treat Form 3 and Form 4 as unrelated filings.
Who Must Approve the Change?
First, follow the LLP agreement itself, including its amendment clause, voting threshold and notice requirements. If the agreement is silent on a matter, the First Schedule to the LLP Act applies. Under those default rules:
- ordinary matters are decided by a majority in number of the partners, each with one vote;
- a change in the nature of business needs the consent of all partners;
- admission of a new partner needs the consent of all existing partners.
Record the approval in the LLP’s minutes or a written resolution.
Step-by-Step Process to Change an LLP Agreement
Step 1: Approve the change
Pass the resolution or record the consent the agreement requires. Note the exact change, its effective date, and the authority for a designated partner to sign and file.
Step 2: Draft the supplementary or restated agreement
A supplementary agreement refers to the original agreement (its date and Form 3 SRN), sets out the amended clauses in full, and says that all other terms continue unchanged. A restated agreement brings all the terms together in one document. A template is given below.
Step 3: Stamp and execute
Stamp duty is state-specific. It depends on the applicable state stamp law and the nature of the instrument, so confirm what applies before execution rather than relying on a generic all-India amount. Then have all partners sign, with witnesses.
Step 4: File Form 3 within 30 days
Once the partners have approved and executed the amendment, the LLP files Form 3 on the MCA V3 portal within 30 days of the change, attaching the signed agreement. A designated partner signs with a DSC, and a practising professional certifies it where the form requires. See how to file LLP forms on MCA V3.
Step 5: File the linked forms
File Form 4, Form 5 or Form 15 where the event requires it, using the linked-form process where MCA provides one.
Step 6: Update other records
Update PAN records if the name changed, and the GST registration (name, principal place of business and partner changes are core-field amendments that need officer approval). Also update bank mandates and licences.
Format of a Supplementary LLP Agreement (Template)
Use this as a drafting outline only. Adapt the clauses to your LLP, and have the final version reviewed before execution.
SUPPLEMENTARY LIMITED LIABILITY PARTNERSHIP AGREEMENT
This Supplementary Agreement is made at [City] on [Date] between:
- [Partner 1 name], son/daughter of [ ], residing at [ ], DPIN [ ] (“First Partner”);
- [Partner 2 name], … (“Second Partner”); [and incoming partner, if any]
(collectively, “the Partners”) of [LLP name] LLP, LLPIN [ ], having its registered office at [ ].
Recitals:
- The Partners are partners of the LLP under an LLP Agreement dated [ ], filed with the Registrar in Form 3 vide SRN [ ].
- By a resolution dated [ ], the Partners agreed to amend the LLP Agreement as set out below, with effect from [effective date].
Now this Supplementary Agreement witnesses:
- Clause [X] (Contribution) is substituted as follows: “[new text, including each partner’s contribution and form of contribution]”.
- Clause [Y] (Profit sharing) is substituted as follows: “[new ratio]”.
- [New clause, e.g. Remuneration to working partners / Interest to partners]: “[amount, rate or method of computation]”.
- All other terms of the LLP Agreement remain unchanged and in full force.
- This Supplementary Agreement forms part of the LLP Agreement, and the designated partners are authorised to file Form 3 and any linked forms with the Registrar.
In witness whereof, the Partners have signed on the date first written above.
[Signatures of all partners] — Witness 1: [ ] — Witness 2: [ ]
Adding partner remuneration or interest? For tax deductibility, remuneration to working partners and interest to partners should be authorised by, and paid in accordance with, the LLP agreement. So state the amount, rate or a clear method of computation, within the applicable Income-tax Act limits. See LLP tax planning: partner remuneration and interest limits.
Special Cases
Changing the LLP’s name
Reserve the new name through RUN-LLP, then complete the prescribed name-change process through Form 5. If the LLP agreement is amended as part of the name change, Form 3 is filed as the linked form. Check the current MCA Form 5 instructions for the filing sequence and the event date that applies.
A voluntary name change is different from a direction requiring an LLP to change its name under the statutory name-rectification provisions (Sections 16–17). That direction-based process has its own compliance period.
Shifting the registered office
- Within the same state: follow the procedure in the LLP agreement. If it is silent, get the consent of all partners. Then file Form 15 within 30 days of meeting the applicable requirements.
- From one state to another: Rule 17 adds conditions, including a newspaper notice at least 21 days before filing and, where relevant, the consent of secured creditors. Form 15 follows.
- Form 3 is needed only if the LLP agreement itself is amended (for example, where it states the registered-office address).
Designated partner changes
Every LLP must have at least two designated partners who are individuals, and at least one must be resident in India. For this purpose, “resident in India” means a person who has stayed in India for at least 120 days during the financial year. Appointment or cessation is reported in Form 4 within 30 days. See cessation of a partner in an LLP.
Fees and Consequences of Late Filing
| Item | Amount |
| Form 3 normal filing fee (by contribution) | ₹50 (up to ₹1 lakh), ₹100 (₹1–5 lakh), ₹150 (₹5–10 lakh), ₹200 (₹10–25 lakh), ₹400 (₹25 lakh–₹1 crore), ₹600 (above ₹1 crore) |
| Increase in contribution | If the amendment increases total contribution and moves the LLP into a higher contribution slab, an additional registration fee may also be payable as prescribed |
| Late filing (Section 69, with the prescribed fee rules) | An additional fee as a multiple of the normal fee, by delay band. For Form 3, it reaches 25× for small LLPs and 50× for other LLPs beyond 360 days. |
| Stamp duty | As per the applicable state stamp law |
Common Mistakes When Changing an LLP Agreement
| Mistake | Fix |
| Filing Form 4 for a new partner when the admission also changed the agreement, but not filing Form 3 | File Form 4 for the partner change, and Form 3 as well where the admission changes the LLP agreement |
| Wrong stamp value or unclear stamp requirement | Use the stamp duty that applies to the instrument and state. Get professional or local verification where the requirement is unclear |
| Remuneration clause says “as mutually agreed” | State the amount, rate or a clear computation method |
| Using Form 3 for a partner’s change of address | Use Form 4 |
| Newspaper notice published for an intra-state office shift | Rule 17’s newspaper-notice requirement applies to an inter-state shift |
Need Help Changing Your LLP Agreement?
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Frequently Asked Questions
1. How do I change an LLP agreement?
Follow the amendment procedure in the existing LLP agreement and get the required partner approval. Then execute a supplementary or restated agreement with the applicable stamp duty, and file Form 3 with the Registrar within 30 days of the change.
2. What is the time limit for filing Form 3 after a change?
The LLP must file a change to its LLP agreement in Form 3 within 30 days of the change. Late filing attracts an additional fee according to the prescribed delay bands.
3. Is stamp duty payable on a supplementary LLP agreement?
The applicable stamp duty depends on the relevant state stamp law and the nature of the instrument. Confirm the duty before executing the supplementary or restated agreement.
4. Do all partners need to agree to amend the LLP agreement?
Follow the voting and amendment provisions of the existing LLP agreement. If it is silent, the First Schedule applies. Ordinary matters are decided by a majority in number, a change in the nature of business needs the consent of all partners, and admission of a new partner needs the consent of all existing partners.
5. Which form is filed for a change in the name of an LLP?
Reserve the name through RUN-LLP and complete the name-change process through Form 5. Where the LLP agreement is amended as part of the change, Form 3 is filed as the linked form.
6. Is a newspaper advertisement needed to change an LLP’s registered office?
Rule 17’s newspaper-notice requirement applies to a shift from one state to another. For a change within the same state, follow the LLP agreement (or get all partners’ consent if it is silent) and file Form 15.
7. Is Form 3 required when a new partner joins?
Form 4 is required for the admission of a new partner. Form 3 is also required where the admission changes the LLP agreement. Both are due within 30 days.
8. Can the original LLP agreement be replaced entirely?
The partners may execute a restated LLP agreement that incorporates the amendments, subject to the existing agreement and applicable law. The change must then be filed through Form 3 within 30 days.
