CHANGE IN LLP AGREEMENT IN INDIA
INTRODUCTION
Limited Liability Partnership (LLP) Agreement is a charter document similar to Memorandum of Association and Articles of Association of a company. It defines the scope and extent of the LLP's operations as well as the rights, duties, obligations of the partners.
LLP agreement can be altered at any instance after the registration. Changes in activities, capital, or responsibilities and rights are among the most common reasons for change.
A supplementary agreement is usually incorporated additionally with the original agreement to alter the clauses. In order to make the changes a stamp duty has to be paid. Any form of modifications in the agreement should be reported to the ROC within 30 days of modification.
LLP Agreement
An LLP agreement is one of the primary documents required to make an LLP Company. It is an agreement made between the partners of the firm. Hence, drafting the agreement is very important as it carries information regarding the following:
Total Capital Contribution
Profit Sharing Ratio
Partners
Meetings
Admission, Retirement, Removal & Resignation of Partners.
Firm's Closure
Following are the common reason of changing the LLP Agreement
- Change of name of LLP.
- Change of Business activity of LLP.
- General changes in agreement.
- Shifting of Registered Office of the LLP
- Changes in Profit or Loss sharing ratio of partners
- Changes in the Total Contribution of LLP.
- Appointment or Resignation of Partner
Eligibility Criteria for Change in LLP Agreement
Following is the eligibility criteria to change LLP agreement:
- The recommended change must be justified
- All the partners should consent to the recommended change
FORM for changing LLP Agreement
File E-Form 3 LLP only
In case of changes of partner, FORM 3 LLP along with its linked FORM 4 LLP.
Process for change in LLP Agreement
- Prepare Supplementary Agreement
- Get this agreement signed by all the partners of the LLP.
- Get it duly stamped and notarized
- File E-form 3 LLP on MCA V3 Portal to inform the Registrar of Companies about the changes done in the LLP agreement within 30 days of entering into the Supplementary Agreement
- Pay government fees of the form on the MCA and form will be approved and process will be completed.
Documents attached with E Form 3 LLP
- Changed agreement- Supplementary LLP Agreement
- Original LLP Agreement
- DSC of authorized partner
FREQUETLY ASKED QUESTIONS (FAQ’S)
Q. What form is filed for changing LLP Agreement?
E-Form 3 LLP is to be filed with the Registrar of Companies.
Q. How can we change the original LLP Agreement?
The change can be done by making a Supplementary LLP Agreement.
Q. Is stamp duty and notary required to be done on the Supplementary LLP Agreement, if yes then what amount is payable on the changed agreement?
Yes, Rs. 100 stamp duty will be paid and notarized on every page of the Supplementary Agreement.
Q. In how much time, FORM 3 LLP is to be filed with the MCA?
Within 30 days of entering into Supplementary LLP Agreement, Form 3 LLP must be filed.
Q. What happens if Form 3 LLP is not filed on or before the time specified?
Late fee of Rs. 100 per day will be levied till the form is filed.
Q. When will the changes in LLP Agreement be effective?
After approval of Form 3 LLP by the Registrar of Companies.
Q. Does the amendment in the LLP Agreement are seen online on MCA portal?
No, only changes in Name and Contribution of LLP are reflected on the MCA portal.
Q. How many times the LLP Agreement can be amended?
There is no limit on the times of amendment in the LLP Agreement.
