Update Bank Records
Inform the bank of any changes in partners, profit-sharing or authorised signatories and update account mandates if required.
LLP Compliance
Change Llp Agreement Registration
Amend your LLP agreement with expert support. Supplementary deed drafting, Form-3 MCA filing & expert certification in 5 to 7 days .
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SAMPLE
LLP Incorporation Certificate
Ministry of Corporate Affairs (MCA) — sample LLP certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
30-Day Deadline
Form-3 must be filed within 30 days of amendment
02
₹100/Day Penalty
Late filing attracts ₹100 per day with no maximum cap
03
Form-3 Mandatory
Supplementary deed + Form-3 required for any clause change
04
5–7 Working Days
Typical turnaround from drafting to RoC approval
OVERVIEW
What is LLP Agreement Amendment?
LLP agreement amendment is the legal process of modifying an existing Limited Liability Partnership deed by executing a supplementary agreement and filing Form-3 with MCA under Section 23(4) of the LLP Act, 2008. It is the only legally recognized method for changing LLP terms after registration.
Every LLP operates under a written partnership agreement defining profit-sharing ratios, capital contributions, partner roles, business activities and dispute resolution. When partners need to modify any of these terms, they execute a supplementary deed on stamp paper and report the changes to the Ministry of Corporate Affairs through Form-3 within 30 days of execution.
Governing LawLLP Act, 2008 (Sec 23)
RulesLLP Rules, 2009 (Rule 21)
Filing FormForm-3 on MCA V3
Filing Deadline30 days from amendment
Processing Time5 to 7 working days
TYPES OF CHANGES
Types of Changes in LLP Agreement
Each type of change requires Form-3. Certain changes need additional MCA forms. Multiple changes can be bundled into one supplementary agreement.
| Type of Change | Form Required | Stamp Duty Impact |
|---|---|---|
| Profit-Sharing Ratio | Form-3 only | Standard ₹100 |
| Capital Contribution | Form-3 only | Higher (varies by state) |
| Business Activities (NIC Codes) | Form-3 only | Standard ₹100 |
| Partner Addition | Form-3 + Form-4 | Standard ₹100 |
| Partner Removal / Retirement | Form-3 + Form-4 | Standard ₹100 |
| Partner Roles & Responsibilities | Form-3 only | Standard ₹100 |
| LLP Name Change | Form-3 + Form-5 | Standard ₹100 |
| Registered Office | Form-3 + Form-15 | Standard ₹100 |
AMENDMENT PROCESS
How to Change LLP Agreement – Step-by-Step
1. Review Current LLP Agreement
Examine the existing agreement clause by clause and list every provision that needs modification so all changes can be covered in a single supplementary agreement.
2. Draft the Supplementary LLP Agreement
Prepare a supplementary deed documenting each specific change, referencing original clause numbers and stating the new terms clearly. It becomes a binding addendum under Section 23.
3. Obtain Written Consent of All Partners
Draft a partner resolution recording unanimous consent (unless the agreement specifies a different threshold). Each partner must sign the resolution.
4. Execute Agreement on Stamp Paper
Print the supplementary agreement on non-judicial stamp paper (₹100 minimum; higher for capital changes). All partners sign the executed copy.
5. Notarize If Required by State
Delhi and Uttar Pradesh require notarization before a Notary Public (₹500–₹1,000). Most other states do not require notarization.
6. Prepare Form-3 on MCA V3 Portal
Log in to MCA V3, select Form-3 under LLP e-Filing, enter LLPIN, select type of change, fill modification details and upload the supplementary and original agreements as PDFs.
7. File Form-3 with DSC & Expert Certification
Digitally sign Form-3 with the Designated Partner’s DSC, attach mandatory professional certification, pay government fee (₹50–₹200) and submit within 30 days of execution.
8. Obtain RoC Approval & Update Records
RoC typically approves within 3–5 working days. Update bank accounts, GST, professional licences and internal documents to reflect the amended terms.
DOCUMENTS REQUIRED
Documents Required for LLP Agreement Amendment
1. Partner Identity Documents
Self-attested PAN cards, Aadhaar / passport and passport-size photographs of all partners.
2. Digital Signature Certificate
Valid Class 3 DSC of the Designated Partner for digitally signing Form-3 on the MCA portal.
3. Original LLP Agreement
Executed copy of the original LLP agreement previously filed with MCA, plus Certificate of Incorporation with LLPIN.
4. Supplementary LLP Agreement
Drafted on stamp paper, signed by all partners, documenting every specific change being made.
5. Partner Consent Resolution
Signed resolution of all partners recording unanimous (or agreement-specified) consent to the amendments.
6. Additional for Capital Changes
Bank statements showing capital contribution transactions and valuation report if assets are contributed instead of cash.
STAMP DUTY
State-Wise Stamp Duty on LLP Agreement Amendment
| State | Non-Capital Changes | Capital Changes | Notarization |
|---|---|---|---|
| Maharashtra | ₹100 | Per Bombay Stamp Act | No |
| Delhi | ₹100 | Per Delhi Stamp Act | Yes (₹500–₹1,000) |
| Karnataka | ₹100 | Per Karnataka Stamp Act | No |
| Tamil Nadu | ₹100 | Per TN Stamp Act | No |
| Uttar Pradesh | ₹100 | Per UP Stamp Act | Yes (₹500–₹1,000) |
| Gujarat | ₹100 | Per Gujarat Stamp Act | No |
| Telangana | ₹100 | Per Telangana Stamp Act | No |
For non-capital changes (profit-sharing, business activity, partner roles), stamp duty is uniformly ₹100 across states. Capital contribution changes attract higher duty calculated on the increased amount. Always confirm current rates with your state’s Stamp Act.
FORM COMPARISON
Form-3 vs Form-4 vs Form-5
| Parameter | Form-3 | Form-4 | Form-5 |
|---|---|---|---|
| Purpose | LLP Agreement Changes | Partner Changes | LLP Name Change |
| LLP Act Section | Section 23(4) | Section 25(1) | Section 19 |
| Filing Deadline | 30 days | 30 days | 30 days |
| Government Fee | ₹50 – ₹200 | ₹50 – ₹200 | ₹200 – ₹5,000 |
| Late Penalty | ₹100/day | ₹100/day | ₹100/day |
| When to File | Any clause change | Adding / removing partners | Changing LLP name |
Common scenarios: Profit-sharing or business activity → Form-3 only. Add/remove partner → Form-3 + Form-4. Name change → Form-3 + Form-5. Registered office → Form-3 + Form-15.
PENALTIES
Penalty for Late Filing of LLP Agreement Change
| Delay Period | Penalty Amount | Total Cost (with ₹3,999 service) |
|---|---|---|
| On time (within 30 days) | ₹0 | ₹3,999 |
| 30 days late | ₹3,000 | ₹6,999 |
| 60 days late | ₹6,000 | ₹9,999 |
| 90 days late | ₹9,000 | ₹12,999 |
| 180 days late | ₹18,000 | ₹21,999 |
| 1 year late | ₹36,500 | ₹40,499 |
The ₹100/day penalty starts from day 31 after the amendment execution date and has no maximum cap. If both Form-3 and Form-4 are late, the penalty applies to each form separately.
POST-AMENDMENT
Post-Amendment Compliance Checklist
Update GST Registration
Update partner details, business activities or registered office on the GST portal if they have changed.
Update Professional Licences
Notify any professional licences, registrations or contracts that reference the old agreement terms.
Maintain Consolidated Agreement
Keep a consolidated updated LLP agreement (original + all supplements) for internal use and future compliance.
WHY CHOOSE US
Why Corporate Mart?
Expert Agreement Drafting
Legally compliant supplementary deeds drafted by professionals, covering every proposed change clearly and accurately.
Complete End-to-End Package
Drafting, partner resolution, Form-3 filing, expert certification, RoC follow-up and a consolidated updated agreement included.
Fast 5–7 Day Turnaround
From document collection to RoC approval in 5 to 7 working days, with focus on filing well within the 30-day window.
Transparent Pricing
Clear with dedicated professional support. Government fees, stamp duty and notarization charged separately at actuals with no hidden charges.
FAQ
Frequently Asked Questions
Draft a supplementary LLP agreement documenting the changes, obtain consent of all partners, execute it on stamp paper, and file Form-3 on the MCA V3 portal within 30 days of execution with DSC and professional certification. The process typically takes 5 to 7 working days.
Corporate Mart provides transparent, tailored assistance based on your entity structure and state requirements. Contact our expert team for a detailed proposal. Government fee for Form-3 is ₹50–₹200 (based on contribution slab). Stamp duty is ₹100 for non-capital changes (higher for capital changes). DSC and notarization (if required) are additional. Total typicallyGovernment and statutory fees depend on the entity structure and state requirements. Contact our expert team for a detailed proposal.
Late filing attracts a penalty of ₹100 per day with no maximum cap, starting from day 31 after the amendment execution date. A 90-day delay costs ₹9,000; a 1-year delay costs ₹36,500 in penalties alone.
Form-3 alone is sufficient for changes that do not involve adding or removing partners (e.g. profit-sharing, business activity, capital). Partner addition or removal requires both Form-3 and Form-4. Name change requires Form-3 + Form-5; registered office change requires Form-3 + Form-15.
Only in Delhi and Uttar Pradesh. Most other states (Maharashtra, Karnataka, Tamil Nadu, Gujarat, Telangana, etc.) do not require notarization. Budget ₹500–₹1,000 extra if your LLP is registered in Delhi or UP.
Yes. Bundle multiple changes into a single supplementary agreement and file one Form-3. This saves government fees, stamp duty and processing time. Each separate filing restarts the 30-day deadline.
LLPs without a written agreement are governed by Schedule I of the LLP Act, 2008 (equal profit sharing, mutual management rights, etc.). Filing a custom agreement through Form-3 overrides these default provisions.
Update bank records, GST registration, professional licences and internal documents to reflect the amended terms. Keep a consolidated updated LLP agreement (original + all supplements) for future compliance and reference.
