Change in LLP Agreement
Seamless MCA-Compliant Updates for Your LLP
Update your LLP Agreement easily with Tax Pal Solutions. We assist with drafting amendments, securing partner approval, filing MCA forms, and ensuring legal compliance.
Key Benefits:
- Drafting & amendment of LLP agreement
- Partner resolution & consent handling
- Filing of Forms LLP-3 & LLP-4 (if applicable)
- Expert support for address, capital, or role changes
- Quick and hassle-free ROC approval process
What is a Change in LLP Agreement?
A Limited Liability Partnership (LLP) Agreement defines rules, roles, and responsibilities of partners. Changes may be required due to:
- Business restructuring
- Change in partners or capital
- Update in profit-sharing ratios
- Change in registered office
Purpose: Ensure that the LLP agreement reflects the current operations, management, and ownership of the business.
Common Changes in LLP Agreement
| Type of Change | Description |
|---|---|
| Partner Roles | Updating rights, duties, or responsibilities of partners |
| LLP Name | Changing the official LLP name |
| Business Activities | Modifying objectives or business operations |
| Registered Office | Shifting office within same ROC area or to a different state |
| Partner Changes | Admission, retirement, or transfer of partners |
| Profit/Loss Sharing | Revising distribution ratios among partners |
| Capital Contribution | Increasing or adjusting partner capital |
| Control & Restrictions | Modifying decision-making powers and restrictions |
Important Clauses in an LLP Agreement
-
Basic Information
- LLP name & registered office
- Partner details
- Business activities
-
Financial Matters
- Capital contribution
- Profit & loss sharing
- Interest on capital
-
Partner Roles & Responsibilities
- Rights and duties of partners
- Management structure & voting rights
-
Changes & Dissolution
- Admission/retirement of partners
- Dispute resolution
- LLP dissolution guidelines
-
Other Clauses
- Change of registered office
- Borrowing powers
- Indemnification
- Annual reports
- Amendment procedures
- Notary & witness requirements
Documents Required
| Form | Documents Needed |
|---|---|
| Form LLP-3 | Original LLP Agreement, Revised LLP Agreement, Supplementary Deed, Partner Resolution |
| Form LLP-4 | Partner Consent Letters, Authorization/Resolution, Proof of Name Change (if applicable), Corporate Partner Resolution |
Step-by-Step Process to Change an LLP Agreement
Step 1: Partner Meeting & Resolution
- Conduct a formal partner meeting
- Discuss proposed changes
- Pass a resolution approving modifications
Step 2: Draft Supplementary LLP Agreement
- Clearly outline all amendments
- Acts as a legally binding addendum
Step 3: Stamp Duty & Execution
- Sign the agreement with all partners
- Pay applicable stamp duty
- Obtain witness signatures
Step 4: File Form LLP-3 with ROC
- Upload signed resolution & supplementary agreement
- File within 30 days of passing the resolution
Step 5: File Form LLP-4 (if partner changes)
- Required for admission, removal, or modification of partner details
Step 6: Receive ROC Approval
- ROC reviews documentation
- Approval issued with acknowledgment receipt
- Updated LLP Agreement becomes legally valid
Supplementary LLP Agreement Format
A Supplementary LLP Agreement is drafted to reflect modifications to:
- Partners (addition/removal)
- Capital contributions
- Profit-sharing ratios
- Business objectives
- Registered office
This document must be filed with MCA via Form LLP-3 within 30 days of changes.
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