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Change in LLP Agreement

Altering the LLP Agreement is an easy and quick process. For altering the LLP Agreement, you need to pass an appropriate board resolution and file form 3 with the Registrar within 30 days.

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What is an LLP Agreement?

The Limited Liability Partnership (LLP) Agreement is the charter of a Limited Liability Partnership company, similar to the Memorandum of Association and Articles of Association for a private limited company. It defines the scope and extent of the LLP's operations as well as the rights, duties, obligations of the partners. Altering the agreement is straightforward. All you need to do is pass a resolution approving the revision in the LLP agreement. The second step is to file Form 3 with the Registrar within 30 days of the amendment in the agreement.

What is the process of changing an LLP agreement?

The step by step process of changing the format of LLP agreement is as follows-

Step 1: The partners must meet to pass a resolution for the required changes in the draft LLP agreement. This may be to change capital contribution, for example..

Step 2: Within 30 days of the passing of the resolution, Form-3 needs to be filed with the Registrar.

  • 1. Date of LLP agreement modification
  • 2. Reason of the modification in the LLP agreement sample– whether it is due to:
    • a. Change in a partner(s)
    • b. Change in business activities
  • Duties & rights of partners
  • Restrictions imposed on the authority of any or all of the partners
  • Administration and management of the LLP
  • a. The procedure of calling and conducting meetings
  • b. Acts that can be made only with the approval of all or a specific number of the partners
  • Contents of the indemnity claus
  • a. The partners’
  • b. Inclusion
  • c. Retirement
  • d.Cessation
  • e. Resignation and
  • f. Expulsion
  • f. Expulsion
  • Disputes and resolution of issues related to
  • a. The partners
  • b. The partner and the LLP
  • Voluntary winding up
  • Duration of the LLP
  • 3. Possible activities of the business after the change
  • 4. The division of industrial activity after the change in the LLP agreement format.
  • 5. The details of contribution and profit sharing percentage of the partners after the change in the LLP agreement

What are the documents required to change an LLP agreement? (Checklist)

The following documents are required to change an LLP agreement – Documents to be enclosed with Form 3

  • Original LLP Agreement
  • Modified LLP agreement
  • Supplementary Deed
  • Resolution regarding the changes to be made, which is passed in a meeting by the LLP Partners
  • Any supplementary forms or documents required as proof
  • Documents to be enclosed with Form 4.
  • Consents of each of the partners
  • An affidavit or other proof of a change in name
  • Evidence of cessation
  • If any of the partners is a company, the copy of the resolution in this regard
  • Copy of authorization/resolution mentioning the name & address of individuals(s) nominated as a representative of the partner/nominee

Procedure for Adding a Designated Partner

3 Working Days

If the proposed designated partner does not have the Designated Partner Identification Number (DPIN), then the applicant should apply for one. If the partner already has a DPIN, the same can be used.

4 Working Days

A resolution needs to be passed, approving the appointment of the designated partner will be done, form 4 needs to be filed for a change in a partner and form 3 for amendment in the LLP Agreement.

Frequently Asked Questions

LLP Partners can be of various types. Some of the most common partners can be of following types – Equal partners (1:1) Differential Rights LLP partners Husband and wife LLP Differential Rights and Differential Powers LLP partners

Yes, a foreign national can be made a designated partner in an LLP in India. He will, however, have to furnish his passport in addition to the documents required by Indian designated partners. In case his passport is in any foreign language other than English, he will have to get it apostilled and notarised and then submit it.

The designated partner will have to fill DIR Form 3 and Form 4 and submit it with the authorities to get added in the designated partners’ list of an LLP in India.

There is no maximum limit of the number of partners for an LLP. A partner can be added anytime and a partner can leave the LLP whenever he wants to. However, there should be a minimum of two partners in an LLP to function.

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