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The LLP Agreement is the core document governing the operations and management of the LLP. Partners must adhere to its clauses and cannot act beyond the defined scope. Changes to the LLP Agreement can be made anytime after incorporation with the mutual consent of all partners. Common reasons for amendments include changes in business activities, capital contribution, or partners’ rights and responsibilities.
To implement any change, a supplementary agreement is executed as an addendum to the original LLP Agreement, along with the applicable stamp duty. All changes must be filed with the RoC (LLP) within 30 days of executing the supplementary deed.
An LLP is restricted to the activities defined in its LLP Agreement. To introduce new business activities or discontinue existing ones, the agreement must be amended. This ensures that the LLP operates within its legally defined scope while accommodating evolving business needs.
As a business grows, capital requirements may increase, and partners may wish to adjust their capital contributions or profit-sharing ratios. To implement these changes, a supplementary LLP agreement (deed) must be executed, reflecting the revised capital structure and profit/loss distribution among partners.
As a business expands, capital needs often increase, and partners may want to adjust their contributions or the profit/loss sharing ratio. Any changes to these ratios require executing a supplementary LLP agreement (deed) to officially record and implement the revised terms among the partners.
Apart from capital and profit-sharing, essential clauses like jurisdiction, resignation terms, notice periods, conditions for appointment/removal of partners, and partnership duration can be revised. Partners can add, modify, or remove these clauses as needed to align the LLP agreement with evolving business requirements.
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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