Change LLP Agreement

## What is Changing the LLP Agreement?

The LLP Agreement is the private contract between LLP partners. It governs profit-sharing, capital contributions, partner rights, and the business activities the LLP may undertake. Unlike a company's Memorandum of Association, the LLP Agreement is not filed in detail with the ROC. But any amendment must be reported to the MCA via Form 3 within 30 days of the amendment. This is under section 23(2) of the LLP Act, 2008. The amendment takes effect from the date agreed by all partners. But the filing deadline runs from that date. Stamp duty on the amended LLP Agreement is governed by state law. Failing to file Form 3 attracts penalties under section 30(5) of the LLP Act. The penalty ranges from ₹5,000 to ₹25,000 for the LLP and each defaulting designated partner.

Gujarat has one of India's densest concentrations of LLPs. These are particularly common in trading and textiles in Surat. They are common in engineering in Rajkot. They are common in textiles and chemicals in the Ahmedabad-Vadodara corridor. Family businesses frequently restructure partner agreements as the next generation joins.

## Who Should Use This

Use this service if your LLP is admitting a new partner. Use it when retiring or expelling an existing partner. Use it when changing the profit-sharing ratio. Use it when increasing or decreasing capital contributions. Use it when adding a new line of business. Use it when restructuring the rights and responsibilities of designated partners. Partnership firms that converted to LLP and now need to revise the terms of their LLP Agreement also use this service.

## The FinTax24 Process

FinTax24 begins with a partner consultation to understand the intended changes. We draft the revised LLP Agreement clauses with a redline comparison against the original. A partner resolution approving the amendment is then prepared. KYC of all partners — PAN, Aadhaar, and photograph — is collected for the filing. Form 3 is filed on the MCA21 portal within 30 days of the amendment taking effect. The digital signature of the designated partner and the MCA filing fee are required. FinTax24 also arranges stamping of the amended LLP Agreement per the state schedule. FinTax24 assists with updating the LLP's PAN, TAN, GST, and bank records. The ROC processes Form 3 within 10–15 working days.

## Compliance & Penalties

Form 3 must be filed within 30 days of the amendment taking effect. The clock runs from the date partners sign the amendment. It does not run from the date of the partner resolution. Non-filing attracts a penalty under section 30(5) of ₹5,000 to ₹25,000 for the LLP. It also applies to every designated partner in default. Additional daily penalties apply for continued default. The amended LLP Agreement must be stamped in the state of registration. Form 8 and Form 11 continue to be filed annually regardless of any agreement amendment. Form 4 must be filed separately for changes in designated partners or partner details.