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Amendment to the Limited Liability Partnership Agreement

The LLP agreement is an important document if you are entering into a partnership. This article explains the process of how to change or amend an LLP agreement

What is a Limited Liability Partnership Agreement?

A limited liability partnership (LLP) is a partner-based business that does not have common ownership or control of its assets. Instead, it is owned by all the partners, who take turns running the business based on how much money they contribute each year.

The LLP’s legal structure makes it an association rather than a corporation or a company. This means it does not have separate financial accounts, and business expenses are instead charged against the general partners’ shares. Instead, all business expenses are considered partner income and are therefore deductible for each partner.

LLP Agreement Amendment Format

The partners must vote on a resolution to make substantive Modifications to the LLP Agreement. Form-3 must be filed with the Registrar within 30 days of the resolution’s passage. Form 3 should contain the following information:

  1. Date of LLP agreement modification (if there has been any)
  2. Reason for the modification in the LLP agreement sample in case of a change due to a change in a partner, a change in the business activities, a change in profit sharing, or any other change in matters related to duties and rights of partners.

The partner’s liabilities, including the inclusion and retirement, can be stated in the indemnity clause. It is possible to include the partner’s retirement in the clause. A person may resign and be expelled at the same time. Some disputes and solutions may occur between the partner and the LLP. Some of these possibilities are voluntary winding up, the LLP’s termination, and the duration of its existence. After the LLP agreement format change, industrial activity may be divided differently.

It is required to submit form-4 with form-3 (if the change in the LLP structure is due to the addition or deletion of partners or designated partners) or if the change in the LLP structure is due to an alteration of the partners or designated partners. In the case of the creation, ceasing, or changes in the partnership/partner’s name or role, it is required to file an F4.

Documents Checklist for the Modification to the LLP Agreement

All the below-mentioned documents have to be filed to make alterations to the LLP contract.

Documents to be enclosed with Form 3

  • Original LLP Agreement
  • Modified LLP agreement
  • Supplementary Deed
  • Resolution regarding the changes to be made, which is passed in a Change in LLP Partners
  • Any forms or documents required as proof

Documents to be enclosed with Form 4

  • Consent of each of the partners
  • An affidavit or other proof of a change in name
  • Evidence of cessation
  • If any of the partners is a company, the copy of the resolution in this regard
  • Copy of authorisation/resolution mentioning the name & address of individuals(s) nominated as a representative of the partner/nominee

Conditions for Exercising Limited Liability Partnership Rights

If a limited partner wants to exercise limited liability partnership rights, they must sign a new partnership agreement. The most important change in a new or amended limited liability partnership agreement is that the limited partner now has a choice of law provided for the formation of the partnership.

Key Changes to a New or Amended Limited Liability Partnership Agreement

The key changes to a new or amended limited liability partnership agreement relating to the following:

Code of Conduct and Standards of Conduct: The partnership agreement to form a limited liability partnership must include a code of conduct that the partners must follow. This code can be as detailed as the partners desire. Still, it is generally required to include things such as notifying the IRS if the partnership is making a contribution to a qualified charitable organisation, prohibiting harassment and discrimination, and prohibiting the use of misleading or inaccurate information in the partnership agreement.

Tax Matters: A new or amended limited liability partnership agreement must address tax issues peculiar to a partnership, such as the number of deductions and credits available to a partnership and the partnership’s obligation to report income or losses to the IRS.

Other Considerations for Introducing Modifications to an LLP Agreement

It would be best if you considered the following considerations when introducing changes to an agreement still under negotiation or signature.

Duplicate Provisions: Although you are free to modification of the partnership agreement at any time, you should generally avoid duplicating provisions. Duplicate provisions can create uncertainty for the partnership and lead to one of the partners challenging the agreement in court.

No Trustee – A new or amended partnership agreement does not require a new trustee, although you should generally hire one if you are setting up a new LLP Incorporation. You should generally name a trustee if there is one in the partnership agreement:

How Vakilsearch Can Help in Making Modifications to the LLP Agreement

Making Modifications to the LLP Agreement is a long process. It involves a lot of forms and legacies that must be up to the mark to make the amendments effectively. Experts at Vakilsearch deal with nearly 1000 companies monthly and help them in multiple legal processes. With our document editing service, you can get expert lawyers to work on your documents until you’re completely satisfied. You can track the progress on our platform at all times and see the current stage of the job. Reach out to experts at Vakilsearch right now.


Can an LLP agreement be amended?

Yes, an LLP agreement can be amended with the consent of all the partners. Amendments may be made to accommodate changes in business structure, profit-sharing, or other terms outlined in the agreement.

What is the LLP Amendment Act of 2023?

The LLP Amendment Act, 2023 is a law that amends the Limited Liability Partnership Act, 2008. The Act was passed by the Parliament of India on 1 September 2023. The Act introduces a number of changes to the Limited Liability Partnership Act, 2008.

What are the latest amendments to the Limited Liability Partnership Act?

The Limited Liability Partnership (Amendment) Act, 2023 was passed by the Parliament of India on 1 September 2023. The Act introduces a number of changes to the Limited Liability Partnership Act, 2008, including: Decriminalisation of certain offenses Introduction of the concept of Small LLPs Appointment of adjudicating officers and special courts Streamlining of the winding-up process Clarification on the liability of designated partners

What is the time limit for LLP resubmission?

The time limit for LLP resubmission is 30 days from the date of the first rejection. If an LLP's application for registration is rejected, the LLP can resubmit the application within 30 days of the date of rejection. If the LLP does not resubmit the application within 30 days, the application will be deemed to have been withdrawn.

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