What is an LLP Agreement Change?
An LLP Agreement is the charter of a Limited Liability Partnership, defining the roles, responsibilities, and rights of partners. Any modification to this original agreement requires the execution of a Supplementary LLP Agreement and filing with the Registrar of Companies (ROC).
Changes must be approved by all partners and reported to the MCA within 30 days to remain legally valid.
Common Reasons for Change
- Change in Partners: Admission, resignation, or removal of a partner.
- Change in Capital Contribution: Increasing or decreasing the capital investment by partners.
- Change in Registered Office: Shifting the official address of the LLP.
- Change in Business Activity: Modifying the core business objectives of the LLP.
- Profit Sharing Ratio: Altering how profits and losses are distributed among partners.
Step-by-Step Process
1. Partner Meeting & Resolution
- Convene a meeting of all partners.
- Discuss the proposed changes and pass a resolution with unanimous consent (or as per the agreement).
2. Draft Supplementary Agreement
- Draft a Supplementary LLP Agreement detailing the amendments.
- Ensure it references the original agreement and clearly states the effective date of change.
3. Stamp Duty & Execution
- Print the Supplementary Agreement on non-judicial stamp paper.
- Pay the applicable Stamp Duty (varies by state and capital contribution).
- All partners must sign the agreement in the presence of witnesses.
- Notarize the agreement.
4. MCA Filing
- File Form 3 (Information with regard to LLP Agreement) with the ROC within 30 days.
- If partners are changed, file Form 4.
- If the registered office is changed, file Form 15.
Required Forms
- Form 3: Mandatory for any change in the LLP Agreement. It must be filed within 30 days of the modification.
- Form 4: Filed for appointment, cessation, or change in name/address/designation of a partner or designated partner.
- Form 15: Filed specifically for notifying the change of place of the registered office.
Stamp Duty on Supplementary Agreement
The Supplementary LLP Agreement must be stamped as per the Stamp Act of the respective state where the registered office is situated. The duty amount typically depends on:
- The nature of the change.
- Whether there is an increase in capital contribution (higher duty applies on capital increase).
