Add or Remove a Partner (LLP)

Assure you are fully complied for change in LLP Partners

Know about change in Partners of LLP

A Limited Liability Partnership is run by its partners. From its management to the operation, the partners direct the LLP towards its goals and vision. New partners are added or existing leave; it does not affect the status of the LLP, but surely impacts the growth of the business and responsibilities of other partners. The change in partners and their details can be affected only after the approval from the Ministry of Corporate Affairs.

To add or remove a partner from LLP, the consent of other partners must be obtained, which is followed by a change in the LLP Agreement and application to MCA to approve the changes. The application to MCA must be filed within 30 days of effective date of the change.

Why is the change of partners required?

Inability of the existing Partner
The existing partner of the LLP may not be able to contribute his full time after a certain period, whether due to retirement or other reasons. Although the exit of one partner may not affect the existence LLP, it must be dealt with by intimation to MCA and also the appointment of a new partner, if required.
Change in terms of Partnership
It is an agreement between the partners, the terms can be changed mutually at any time. The change might impact the willingness of one or other partner. According to requirements and terms, need both, the addition or removal of a partner may arise. And consequently, the due process must be followed.
Expertise with additional capital
Normally, a partner is appointed either for need of capital or the expertise. With increase in capital, the borrowing power of the firm increases with loan opportunities. Admission of a partner not only benefits in form of capital but also leverages the skills and knowledge. The diversity of knowledge and goodwill base helps the business to grow far.
Number of Designated Partners is below the statutory limit
Every LLP requires maintaining minimum 2 Designated Partners all time. If due to the resignation of a designated partner from LLP, the total designated partners reduce below 2, the LLP must appoint a new designated Partner or change the position (status) of the existing another partner.

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

  • Pick a Package that best fits your requirements
  • Spare less than 10 minutes to fill in our Questionnaires
  • Provide basic details & documents required for change
  • Make payment through secured payment gateways
  • Assigned Relationship Manager
  • Supplementary agreement for a change of partners
  • Preparation of other necessary documents
  • Preparation and filing of Application
  • Updated MCA master data with modified details

All it takes is 7-10 working days*

*Subject to Government Processing Time

Process for addition or removal of partners

  • Consultancy for the requirement of change of partners
  • Collection of basic Information & documents
  • Application for DSC (for partner to be appointed)
  • Drafting of necessary Resolutions and Documents
  • Drafting of Supplementary Agreement
  • Provide documents required provided after signature
  • Payment of stamp duty on the supplementary agreement
  • Preparation of online application
  • Filing of application for change
Explore change of partners in LLP

Frequently Asked Questions

Whether Stamp Duty is required to be paid on Supplementary Deed?
The stamp duty shall be paid according to the added capital in the LLP as per the rate prescribed by the respective state. Where there is the addition of capital while addition or removal, the Supplementary Agreement shall be executed by payment of Rs 100/- as stamp duty.
What should I do if my other Partner has resigned and I am the only one left now?
The LLP must appoint a new designated partner within 6 months from effective date. However, in case the LLP already has another partner, the status of such a partner can be changed to Designated Partner.
What is difference between Designated Partner and Partner?
The essential difference between both types of partners is the accountability. Where the partner is responsible only for acts and omissions by himself, the Designated Partners are additionally responsible towards compliance and operational matters of the LLP, including penal provisions.
When the Supplementary deed shall be filed with MCA?
The Supplementary Deed must be filed within 30 days from effective date of change or from the date of execution (whichever falls earlier). The delay in filing levies additional fee of Rs 100 per day till the date of filing.
Whether the LLP Agreement is to be updated to add or remove Partner in the LLP?
Yes, the LLP agreement must be modified with terms of addition or removal by execution of the supplementary deed. All the details including the change of capital and change in terms and profit sharing ratio will be provided in the deed.
What are the requirements to be a Partner/ Designated Partner of the LLP?
There are no limitations in terms of citizenship or residency to become a Partner. Therefore, the LLP Act, 2008 allows Foreign Nationals including Foreign Companies & LLPs to become LLP in India provided at least one Designated Partner is Indian Resident. The proposed Designated Partner shall hold valid DIN and not be disqualified.
What are the pre-requisite for admission of a Partner in the LLP?
For addition of Partner in the LLP, the consent of the proposed Partner shall be accorded in the prescribed Form. Where the person is to be added as a Designated Partner, he/she must procure a Digital Signature Certificate (DSC) to obtain Director Identification Number (DIN).
Do I need to apply for another DIN, if I have already procured one?
DIN is a unique number assigned by MCA to Individuals that allows one to become Director of the company or Designated Partner of any LLP. The DIN is permanently allotted and can be used for subsequent appointment in another company/LLP.
Is it mandatory for Partner Designated Partner to contribute capital?
While addition, one may contribute the amount agreed by and between all the Partners including the present, in any form whether tangible or intangible. However, it is not mandatory to bring capital to the LLP.
What are the rights and liabilities of the new Partner(s) in the Limited Liability Partnership?
The rights and liabilities of the new partner(s) will be governed by the LLP Agreement and Supplement Deed of the LLP. Where there are no specific rights/liabilities are prescribed or altered in the Supplement Deed, the rights and liabilities will be same as prescribed in the original LLP Agreement.
What are the rights and liabilities of the Partner exiting from LLP?
The rights and liability of the existing Partner will be as prescribed in the original LLP Agreement. Furthermore, the rights and restrictions can also be specifically mentioned in the Supplement Agreement with any amount of capital to be reimbursed and mode of payment.
Can I resign myself from the Limited Liability Partnership in which I am a Partner?
In order to resign from the LLP, the Partner shall intimate about the intention to resign to the LLP and remaining partner. At least 30 days’ notice is required to be served by the resigning Partner for the stated purpose.

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