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How to Change an LLP Agreement
Agreement of the Limited Liability Partnership (LLP) is its charter, similar to Memorandum of Association and Articles of Association of a company. In the agreement, nature of business activities, rights, duties, and obligations of partners are mentioned.
Changing an LLP agreement is very easy.
Step 1– A resolution needs to be passed to revise the LLP agreement.
Step 2 – Form 3 is to be filed with the Registrar within 30 days of passing the resolution.
Details to be filled in Form 3
1. Date of modification in the agreement
2. Reason of change– whether the change is on account of:
- Change in business activities
- Change in partner(s)
- Change in partner’s contribution and percentage of profit sharing
- Change in any other relevant details like
- Rights and duties of partners
- Restrictions on the authority of partners
- Management and administration of LLP
- Acts that can be done only with the consent of all the partners/ consent of a specific number or percentage of partners
- Procedure of calling, holding and conducting meetings
- Details of indemnity clause
- In relation to partner(s), details of agreement related to
- Expulsion and
- Resolution of disputes between
- The partners
- The partner and the LLP
- Duration of the LLP
- Voluntary winding up
- Any other clauses related to the LLP agreement
3. Details of business activities after change
4. Main division of industrial activity as per NIC-2004 (based on changed business activities)
5. Details of partner’s contribution and profit sharing ratio after change in the LLP agreement
- Type of change (deletion/ change)
- Details of each partner (DPIN/ PAN), amount of contribution and percentage of profit sharing
- Total amount of contributions after the changes in the LLP agreement
Documents to be attached with Form 3
- Initial LLP agreement
- Changed LLP agreement
- Any other document(s)
Step 3 – File Form 4 for change in partner/ designated partner
If the change is due to change in partner(s)/ designated partner(s), Form 4 is also required to be filed along with Form 3.
In case of appointment, cessation, change in name/address/ designation of a designated partner or partner, Form 4 has to be filed.
In this form, details of all individuals and corporates being appointed as partner(s) and designated partner(s) have to be filled.
Documents to be attached with Form 4
- Consent of the partner
- Evidence of cessation
- Affidavit or any proof of change of name
- If the partner or a designated partner is a company, copy of resolution of the company to become partner in LLP
- Copy of resolution/ authorization letter mentioning name and address of individual nominated as representative nominee/ partner.