Change LLP Agreement

Know about LLP Agreement and change

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.

Reasons for change in LLP Agreement

Change capital and profit sharing ratio
Capital is the most crucial need of the business that requires to be increased with passing time and growth of a business. Capital sharing ratio and profit (loss) sharing ratio are interlinked from the partner’s perspectives. To affect both or any of them, executing supplementary deed would be required.
Change rights and responsibilities of partners
Partners and their status being intact, the rights and responsibilities of the partners can be changed as per their roles and requirements. Administrating powers or restriction on few activities and similar changes are covered mostly while changing such terms.
Change Business Activity
An LLP cannot undertake the activities that are not included in the agreement. Hence, if you want to change the activities modification of the agreement is must task. The activities can be changed by adding new activities or product lines or even eliminating the previous ones that are discontinued.
Change other clauses
Other important clauses, such as jurisdiction of LLP, terms of resignation, notice period, conditions of appointment and removal, change in the duration of the partnership, etc. can be changed as per the requirement of the partners and business. Addition, alteration or deletion of clauses can also be covered.

Documents required to change LLP Agreement

Digital Signature Certificate
DSC of one of authorised partner to be provided
LLP Agreement
An agreement to be provided including the amendments, if any
Certificate of Incorporation of LLP to be provided
PAN Card
Copy of PAN card of the LLP to be provided

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Change Agreement in 3 easy steps

  • Fill in our questionnaires that take less than 10 minutes
  • Provide basic details & documents
  • Make payment through secured payment gateways
  • Assigned Relationship Manager
  • Drafting of necessary resolutions and documents
  • Drafting of Supplementary Deed
  • Payment of stamp duty on deed
  • Filing application with MCA

All it takes is 12-15 working days*

*Subject to Government Processing Time

Process to modify LLP Agreement

  • Discussion and consultancy for required changes
  • Collection of basic Information & documents
  • Drafting of necessary resolutions & documents
  • Drafting of Supplementary LLP Agreement
  • Provide documents prepared after signature
  • Payment of stamp duty on Agreement
  • Preparation of application for change
  • Filing LLP Form 3 and necessary documents with MCA
  • Government processing time
Explore change in LLP Agreement

Frequently Asked Questions

When will the changes in LLP Agreement be effective?
The changes in LLP Agreement shall be effective since the date of execution or effective date, however only after receipt of approval from Registrar for the application made in concerned form.
Whether notary is required on supplementary deed?
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.
When is the supplementary deed required to be filed?
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.
What is the amount of stamp duty payable?
The amount of stamp duty shall be payable based on the capital contribution involved in the change of LLP Agreement. The rates of stamp duty vary from state to state. Where the change of Agreement does not involve capital contribution, the Supplementary Deed to LLP Agreement shall be executed on payment of Rs 100/- towards stamp duty (included in package cost). The stamp duty in addition to Rs 100/- is payable separately.
How is the supplementary agreement executed?
Once the deed is prepared by the professionals and confirmed by the partners, appropriate stamp duty must be paid on the agreement. Further, all the partners and designated partners must put their signature reflecting their approval for the change. A deed should be notarized if required.
Do I see the amended LLP agreement on portal?
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.
How can I change my Business Activities through LLP Agreement?
Where the change of business activity arises, consent of Partners through passing resolutions will be required which shall be followed by entering into Supplementary Agreement to Limited Liability Partnership Agreement of the LLP.
How can I change the name of Limited Liability Partnership?
The Name Change of LLP can be effective by executing a supplementary agreement. First, an application for reservation of name shall be filed, which shall be followed by a procedure to change Limited Liability Partnership agreement.
Whether change of Partners or their designation can be effected by change in LLP 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, which is covered at

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