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Add or Remove a Partner (LLP)

Ensure full compliance for changes in LLP partners.

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Know about change in Partners of LLP

A Limited Liability Partnership (LLP) is managed and operated by its partners who steer the business towards its goals. Adding or removing partners does not change the LLP’s legal status but does affect the business’s growth and the responsibilities of remaining partners. Any changes in partners must be approved by the Ministry of Corporate Affairs (MCA).

To add or remove a partner, consent from the existing partners is required, followed by updating the LLP Agreement. An application for approval must then be filed with the MCA within 30 days from the effective date of the change.

Why is the change of partners required?

Expertise with additional capital

Typically, a partner is appointed to bring in additional capital or expertise. Increased capital enhances the firm’s borrowing capacity and loan opportunities. Besides financial benefits, admitting a partner adds valuable skills and knowledge, while the diversity of experience and goodwill helps the business expand and thrive.

Inability of the existing Partner

ChatGPT said:

An existing LLP partner may be unable to contribute full-time after some time, due to retirement or other reasons. While the LLP’s existence isn’t affected by one partner’s exit, it must be reported to the MCA, and a new partner appointed if needed.

Change in terms of Partnership

The LLP Agreement is a mutual contract between partners and can be amended at any time with their consent. Changes may affect partners’ willingness, leading to the need for adding or removing a partner. In such cases, the proper legal process must be followed accordingly.

Number of Designated Partners is below the statutory limit

Every LLP must have at least 2 Designated Partners at all times. If a designated partner resigns causing the number to fall below 2, the LLP must either appoint a new designated partner or change the status of an existing partner to meet the requirement.

Documents required for Addition or Removal of partner

Photograph

Passport size photograph of the partner to be appointed

PAN Card

Self-attested PAN card of the partner to be appointed

Proof of Residence

Aadhar Card/ Voter ID/ Passport/ Driving License partner to be appointed

Digital Signature Certificate

DSC of the continuing partner and partner to be removed

LLP Agreement

LLP Agreement executed while registration and the modifications thereto

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What is a minimum number of Partner?

Designated Partners

Minimum 2 Designated Partners all time

Other Partners

LLP may run without other types of partner

Change Partners in 3 Easy Steps

1. Answer Quick Questions

  • Complete our questionnaire in under 10 minutes.
  • Submit necessary details and documents.
  • Choose the package that best suits your needs.
  • Make payment through our secure gateway.

2. Experts are Here to Help

  • Assigned Relationship Manager
  • Supplementary Agreement for Change of Partners
  • Preparation of necessary documents.
  • Preparation and filing of application
  • Updating MCA master data with revised details

3. Partner is Added or Removed

  • Completion in approximately 7–10 working days*.

*Subject to government processing times.

Process for Addition or Removal of Partner

Days 1

  • Consultation for requirement of change in partners.
  • Collection of basic information and documents.
  • Application for DSC (for incoming partner).

Days 2–3

  • Drafting of necessary resolutions and documents
  • Drafting of supplementary agreement
  • Providing signed documents as required

Days 4–7

  • Payment of stamp duty on the supplementary agreement
  • Preparation of online application
  • Filing of application for the change

Explore change of partners in LLP

Frequently Asked Questions

Yes, the LLP agreement must be amended to reflect the addition or removal of partners by executing a supplementary deed. This deed will include all relevant details such as changes in capital, terms, and profit-sharing ratios.
The Supplementary Deed must be filed within 30 days from the effective date of the change or the execution date, whichever is earlier. A late filing will incur an additional fee of ₹100 per day until the deed is submitted.
The key difference between the two types of partners lies in accountability. While a regular partner is responsible only for their own actions and omissions, Designated Partners bear additional responsibility for LLP compliance, operations, and related penalties.
An LLP must appoint a new Designated Partner within 6 months from the effective date. If there is already another partner, their status can be changed to Designated Partner instead.
Stamp duty must be paid on the added capital in the LLP at the rate prescribed by the respective state. If capital is added during partner addition or removal, a Supplementary Agreement should be executed with a stamp duty payment of Rs 100/-.
To add a partner in an LLP, the proposed partner must provide consent in the prescribed form. If the individual is to be appointed as a Designated Partner, they must obtain a Digital Signature Certificate (DSC) to apply for a Director Identification Number (DIN).
DIN is a unique identification number issued by the Ministry of Corporate Affairs (MCA) to individuals, enabling them to become a Director in a company or a Designated Partner in an LLP. It is permanently allotted and can be used for future appointments across companies or LLPs.
At the time of addition, a new partner may contribute any amount agreed upon with the existing partners, in the form of tangible or intangible assets. However, contributing capital is not mandatory to become a partner in an LLP.
The rights and liabilities of newly added partner(s) are governed by the LLP Agreement and the Supplementary Deed. If the Supplementary Deed does not specify any changes, the new partner’s rights and liabilities will remain the same as outlined in the original LLP Agreement.
The rights and liabilities of the existing partner will continue as defined in the original LLP Agreement. Additionally, any changes—such as specific rights, restrictions, reimbursement of capital, or mode of payment—can be detailed in the Supplementary Agreement.
To resign from an LLP, the partner must provide written notice of their intention to resign to the LLP and the remaining partners. A minimum notice period of 30 days is required for the resignation to be valid.
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