Change in LLP Agreement
Comprehensive guide to amending your LLP Agreement under the LLP Act, 2008, covering overview, common reasons, required documents, procedures, fees, and FAQs.
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Overview of Change in LLP Agreement
A Limited Liability Partnership (LLP) combines benefits of a company and a partnership: partners enjoy limited liability while operating under the LLP Act, 2008. Every LLP in India must register its formal LLP Agreement with the ROC, defining roles, responsibilities, and operational structure. As your business grows or shifts—whether in activities, capital, or partner roles—you may need to amend this foundational agreement by executing a supplementary deed signed by all partners and filing it with the ROC.
Perpetual Existence and Flexibility
Unlike traditional partnerships that dissolve on a partner’s exit or death, an LLP continues seamlessly. This perpetual existence gives LLPs the flexibility to adapt over time, making periodic amendments to their agreement essential for reflecting new business objectives, capital structures, or partner arrangements.
Common Reasons for Changing an LLP Agreement
● Change in business activities or clauses ● Change in capital contribution and profit‑sharing ratio ● Modification of partner rights and duties ● Alteration of key legal clauses (jurisdiction, notice periods, LLP duration)
Most Common Changes in an LLP
● General amendments to operational or legal clauses ● Change in LLP name (rebranding) ● Change in business objectives or scope ● Change of registered office (within same state or across states) ● Addition, resignation, or removal of a partner ● Transmission of partner rights on death ● Change in profit and loss sharing ratio ● Complete sale or transfer of LLP ownership
1. Documents Required for Change in LLP Agreement
● PAN card of the LLP
● Certificate of Incorporation
● Original, amended & supplementary LLP Agreement
● Digital Signature Certificate (DSC) of an authorized partner
● Any other ROC‑specified supporting documents
Procedure for Making Changes in LLP Agreement
1. Conduct a partner meeting and pass a resolution approving the amendments.
2. Authorize a designated partner for MCA filing.
3. Draft and execute the revised LLP Agreement or supplementary deed on appropriate stamp paper.
4. Obtain signatures of all partners and attestation by two witnesses.
5. File Form 3 with the ROC within 30 days of passing the resolution, attaching the updated agreement and supporting documents.
Fees and Stamp Duty
Stamp duty varies by state and nature of changes. Ensure payment of applicable stamp duty on the supplementary deed before filing. ROC filing fees apply as per MCA schedule.
Timeline for LLP Agreement Amendment
Typical timelines for key steps:
Partner Resolution & Agreement Execution
1–2 weeks
Hold meeting, pass resolution, draft & execute deed.
Stamp Duty Payment
Varies by state
Pay applicable stamp duty on executed deed.
ROC Filing (Form 3)
Within 30 days of resolution
File online with supporting documents.
Why Choose DoStartup for LLP Agreement Amendments
End‑to‑end assistance with drafting, execution, stamping, and ROC e‑filings to ensure seamless compliance.
Expert guidance on LLP Act, 2008 requirements
Timely preparation and attestation of deeds
Accurate calculation and payment of stamp duty
On‑time Form 3 filing and follow‑up with ROC