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LLP Agreement is a fundamental document that governs the LLP and its operations as a whole. The partners have to abide by the clauses laid by it and not to act beyond the scope drawn. An LLP Agreement can be changed any time after incorporation with the mutual agreement of the partners. Among various reasons, change in activities or capital or rights and responsibilities are top to lead change.
To change any of the clauses, a supplementary agreement is executed as an addendum to the original agreement. It will be executed by payment of required stamp duty. Any change must be notified to the RoC (LLP) within 30 days of change or execution of the supplementary deed.
An LLP cannot engage in activities outside those specified in its agreement. Therefore, to change its business activities, the agreement must be modified. This can involve adding new activities or product lines, as well as removing any discontinued ones.
Capital is a fundamental requirement for any business and typically needs to increase over time as the business grows. The capital contribution ratio and the profit (loss) sharing ratio are closely linked from the partners’ perspective. To modify either or both of these ratios, a supplementary deed must be executed.
While the partners and their status remain unchanged, their rights and responsibilities can be adjusted according to their roles and needs. Changes often include modifications to administrative powers, restrictions on certain activities, and similar terms.
Other key clauses—such as the LLP’s jurisdiction, terms of resignation, notice periods, conditions for appointment and removal, and changes to the partnership duration—can be modified as needed to suit the partners and the business. This may include adding, altering, or deleting clauses as required.
DSC of one of authorised partner to be provided
An agreement to be provided including the amendments, if any
Certificate of Incorporation of LLP to be provided
Copy of PAN card of the LLP to be provided
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The stamp duty payable depends on the capital contribution involved in the amendment of the LLP Agreement and varies from state to state. If the change does not involve any capital contribution, the Supplementary Deed can be executed on a stamp paper of ₹100, which is included in the package cost. Any stamp duty exceeding ₹100, based on state-specific rates and capital contribution, must be paid separately.
Once the deed is executed by the partners, it must be filed with MCA for its approval. It is filed within 30 days of execution or the effective date, whichever falls earlier.
A requirement of a notary is led by the concerned State of LLP. Although it is not required for all States, for States such as UP or Delhi notarisation is mandatory.
Changes to the LLP Agreement become effective from the date of execution or the specified effective date, but only after the Registrar approves the application filed in the prescribed form.
No, LLP Agreement is not a public document and therefore it is not accessible through portal. However, change of capital and name is reflected on portal.
When there is a change in business activity, the consent of the partners must be obtained through the passing of a resolution. This should be followed by the execution of a Supplementary Agreement to the existing LLP Agreement.
The name change of an LLP becomes effective upon the execution of a Supplementary Agreement. The process begins with filing an application for name reservation, followed by the necessary amendments to the Limited Liability Partnership Agreement.
Change in Partners and their designations include the change in LLP Agreement. However, a different set of processes are to be followed for the same,
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