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Change in LLP Agreement
The LLP agreement is a fundamental document for the LLP which is considered as the constitution of the LLP. The mutual rights and liabilities among the partners and the functioning of LLP as such is governed by the clauses of LLP agreement. An LLP Agreement can be changed any time after incorporation with the mutual agreement of the partners. Among various reasons, change in activities or capital or rights and responsibilities are top to lead change.
To change any of the clauses, a supplementary agreement is executed as an addendum to the original agreement. It will be executed by payment of required stamp duty. All you need to do is pass a resolution approving the revision in the LLP agreement. The second step is to file Form 3 with the Registrar within 30 days of the amendment in the agreement.
ComplianceIndia can help you understand how to register and maintain Change in LLP Agreement quickly and hassle-free
Reasons for Change in LLP Agreement
- When there is Change in capital and profit sharing ratio. Capital sharing ratio and profit (loss) sharing ratio are interlinked from the partner’s perspectives. To affect both or any of them, executing supplementary deed would be required.
- Changes such as jurisdiction of LLP, terms of resignation, notice period, conditions of appointment and removal, change in the duration of the partnership, etc. can be changed as per the requirement of the partners and business.
- When there is Change in rights and responsibilities of partners
- If the LLP wants to change the activities modification of the agreement is required.
Forms needs to be filed for Change in LLP Agreement
– E form 3LLP (For change in Name/Business Object/ Capital Contribution/ Profit Sharing Ratio, etc.)
– E form 4LLP (For Change in Designated Partners/ Partners)
How we Work?
Documents Required for Change in LLP Agreement
Our charges for filing of change in LLP Agreement starts from Rs. 1,999/-.
Frequently Asked Questions
1. How is the supplementary agreement executed?
Once the deed is prepared by the professionals and confirmed by the partners, appropriate stamp duty must be paid on the agreement. Further, all the partners and designated partners must put their signature reflecting their approval for the change. A deed should be notarized if required.
2. What is the amount of stamp duty payable?
The amount of stamp duty shall be payable based on the capital contribution involved in the change of LLP Agreement. The rates of stamp duty vary from state to state. Where the change of Agreement does not involve capital contribution, the Supplementary Deed to LLP Agreement shall be executed on payment of Rs 100/- towards stamp duty (included in package cost). The stamp duty in addition to Rs 100/- is payable separately.
3. Whether notary is required on supplementary deed?
A requirement of a notary is led by the concerned State of LLP. Although it is not required for all States, for States such as UP or Delhi notarisation is mandatory.
4. When is the supplementary deed required to be filed?
Once the deed is executed by the partners, it must be filed with MCA for its approval. It is filed within 30 days of execution or the effective date, whichever falls earlier.
5. How can I change my Business Activities through LLP Agreement?
Where the change of business activity arises, consent of Partners through passing resolutions will be required which shall be followed by entering into Supplementary Agreement to Limited Liability Partnership Agreement of the LLP.
6. How can I change the name of Limited Liability Partnership?
The Name Change of LLP can be effective by executing a supplementary agreement. First, an application for reservation of name shall be filed, which shall be followed by a procedure to change Limited Liability Partnership agreement.
7. Whether change of Partners or their designation can be effected by change in LLP Agreement?
Change in Partners and their designations include the change in LLP Agreement.