Change in LLP Agreement

Our team of expert company secretary will help you carry out the Change in LLP Agreement by executing supplementary deed for you. We will file respective form to ROC communicating such changes. For more queries, feel free to ask us.

Brief about Change in LLP Agreement

The agreement of LLP called LLP deed is the charter documents which governs the functions of LLP as well as the duties and responsibility of designated partners. All the designated partners are bound to comply with the terms and conditions of LLP deed. After incorporation, LLP must file form -3 which contains the details of LLP deed and one has to attach notarized LLP deed signed by all the designated partners along with the form. Now, If there is any changes in the original terms and conditions of the deed then LLP must communicate this changes to the concerned ROC and have to prepare supplementary deed containing the changes.

What is LLP deed

LLP deed is the main documents to be agreed upon by the designated partners of LLP in which the terms and conditions of the business to be run under LLP are mentioned. LLP deed serves the same purpose as MOA serves in the company. This is the charter document of LLP. All the designated partners are bound to follow this agreement and act accordingly.

What are the contents of LLP deed.

The deed contains the following matters:

1) Name of the LLP and its registered office address

2) Name and addresses of all designated partners

3) Main business activities of LLP

4) Are of other activities

5) Clauses regarding retirement or admission of new partners

6) Clause regarding maintenance of accounts and annual financial statements

7) Profit and loss sharing ratio

8) Other terms and conditions which partners wants to include in deed

9) Clause regarding dissolution of LLP

What do we mean by changes in LLP deed

If, all the designated partners agree to change any of the above mentioned clause then they can do so by executing all new agreement called supplementary deed to the main or original deed and has to be signed by all the designated partners and must be notarized. LLP can change any of the clause as mentioned above.

Process to carry out change in LLP deed

1) A resolution needs to be passed to revise the Change in LLP Agreement

2) Execute the supplementary deed

3) File form -3 with the Registrar within 30 days of passing the resolution.

Documents to be attached in form -3.

-Initial LLP agreement

-Changed in LLP agreement

-Any other document(if any)

4) 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.

Attachments of 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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FAQS

What can be the clauses of LLP deed?

1) Name of the LLP and its registered office address 2) Name and addresses of all designated partners 3) Main business activities of LLP 4) Are of other activities 5) Clauses regarding retirement or admission of new partners 6) Clause regarding maintenance of accounts and annual financial statements 7) Profit and loss sharing ratio 8) Other terms and conditions which partners wants to include in deed 9) Clause regarding dissolution of LLP

When form-3 is to be filed?

Form-3 is to be filed within 30 days of passing resolution.

What are the attachments of Form-3?

Documents to be attached in form -3. -Initial LLP agreement -Changed LLP agreement -Any other document(if any) KYC. Please note that in case of Citizens of India, the PAN mentioned in the DSC is verified with the PAN mentioned in the form. In case of foreign nationals, the name in the DSC affixed should match with the name entered in the form. DSCs affixed on the form should be duly registered on the MCA portal.

Which form is to be filed for changes?

Form-3 is to be filed to communicate this changes to ROC.

What is form 4?

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.

What are the attachments of Form-4?

Attachments of 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.