How To Make Amendments To An LLP Agreement

Things do not always work out between a firm's partners, and there are periods when the LLP is not running as efficiently as possible. In such situations and for a variety of other reasons changes must be made in the LLP agreement.

A Limited Liability Partnership (LLP) is a unique partnership formed by two or more partners with limited liabilities. Such an entity It must be registered in accordance with the Ministry of Corporate Affairs’ compliance and regulatory norms (MCA). The Limited Liability Partnership Act of 2008 governs the LLP Agreement which is a document that governs the rights, duties, and administration of the LLP’s partners. This document is filed with the Registrar of Companies, and it must be registered with the MCA within 30 days of incorporation.

What Kinds of Changes Can Be Made to the LLP Agreement?

• Change to the name and activity of LLP
• Change to the contribution, rights and duties of the partners of an LLP
• Change to the registered address, profit sharing ratio, contribution
• Changes in lieu of winding up/shutting down/dissolving/defunctioning of the  LLP

Reasons for Changing an LLP Agreement

1. When there is a change in the business activities
2. The Contribution of Capital is changed by partners in LLP

• By adding Capital
• By reducing Capital
• By changing the ratio of capital contribution

1. When there is a change in the management structure of capital
2. When there is a change in the terms and conditions for addition, resignation, expulsion or the retirement of the partners engaged in the LLP
3. When the rights and liabilities of partners are modified 
4. When there is a need for the addition or reduction of a clause 

Steps for Making Amendments in LLP Agreement

Before the LLP registration and form-filling process, the steps which need to be taken are as follows:

1. The first step in amending the LLP is to hold a meeting of the partners and obtain the permission of all parties involved. This can be accomplished by passing a resolution for the partners
2. One of the partners must be given the authority to fulfill the amendment requirement as well as to file with the MCA
3. Following the completion of the preceding two processes, the LLP agreement must be amended 
4. Then there is the requirement of paying the stamp duty
5. To confirm the validity of the supplementary deed and the LLP agreement the partners must sign the agreement
6. At least two witnesses must attest to the amended LLP agreement

Once the preceding stages have been successfully accomplished, the subsequent steps to amend the LLP Agreement are fairly simple to complete.

The steps are as follows

Step 1: Passing of a resolution

Step 2: Once the resolution is passed, within 30 days, Form-3 has to be filed with the Registrar.

The Details to Be Filled In Form-3

• Modification date of the LLP agreement
• The reason for the changes to be made

• Changes to the business
• Changes in composition of partners
• Changes to  the ratio of profit/loss between the partners

Changes in other important details include:

• The duties and rights of the company/ partners
• Restriction on the authority of partner(s)
• Changes to the management or the administration of the partners or alteration to the procedure of conducting meetings
• Indemnity clause details

Changes related to partners such as:

• • Retirement
  • Expulsion
  • Termination
  • Resignation
  • Admission

• For resolving the disputes between

• Partners
• Partners and the LLP

• Other clauses that are related to LLP

Documents to Be Filed With Form-3

• The LLP agreement before amendments, similar to the documents required during company incorporation and registration of a company, outlines the initial terms and conditions agreed upon by the partners.
• The LLP agreement after amendments is done
• Other relevant and important documents

Step 3

In case the substitution of a designated partner is to be done, Form-4 also needs to be filed along with Form-3. Similarly in case of changes to details like address, name, designation, and others, Form-4 needs to be filed as well.

Documents to Be Filed Along With Form-4

• Document with the consent of the partner
• The proof of termination
• The proof for changing the name or an affidavit for the same
• In case, the designated partner is a company, a resolution has to be given by the company in order for a new person to become a partner at the Limited Liability Partnership companies in India
• An authorisation letter also needs to be submitted mentioning the name and address of the person who is nominated as the representative/partner.

The changes made in the LLP agreement are only applied and completed once they are approved by the Ministry of Corporate Affairs (MCA).

NOTE: The LLP agreement can be downloaded from the Ministry of Corporate Affairs website (MCA) The aforementioned e-form can be downloaded, filled out, and submitted, or it can be filled out online using  a digital signature certificate In the case of offline filling, the scanned document can be uploaded straight to the portal.

Conclusion

After the LLP Agreement has been submitted and finished, further changes and additions can be made at any time after the online upload has been completed. Given the dynamic and ever-changing nature of the business industry and the firms, changes to the Agreement can be made at any moment by the company/individuals, and the process is also simple when you use the expertise of a lawyer from Vakilsearch.

FAQ

What is the LLP Amendment Act 2023?

The LLP Amendment Act 2023 is a legislative update aimed at enhancing the regulatory framework governing Limited Liability Partnerships (LLPs) in India.

What is the Amendment Act for LLP?

It introduces changes to improve ease of doing business, streamline compliance requirements, and enhance corporate governance within LLPs, promoting transparency and accountability in their operations.

What is the LLP Form 3 amendment?

The LLP Form 3 amendment pertains to changes made to Form 3 under the Limited Liability Partnership (LLP) Act, typically used for filing LLP agreements and modifications. It may involve updates to the format, content, or submission requirements of the form, ensuring compliance with evolving legal standards and regulatory practices.

How do I change the format of my LLP agreement?

To change the format of your LLP agreement, review the existing agreement and identify areas for modification. Draft the revised agreement incorporating the desired changes in format, structure, or content. Ensure compliance with legal requirements and obtain approval from all LLP partners. Finally, execute the revised agreement and file Form 3 amendment with the Registrar of Companies for official recognition.

Is LLP agreement a constitutional document?

The LLP agreement is not a constitutional document but serves as a foundational contract governing the rights, duties, and obligations of LLP partners. It outlines the internal workings, profit-sharing arrangements, management structure, and dispute resolution mechanisms within the Limited Liability Partnership (LLP).

What is the rule 37 of LLP?

Rule 37 of LLP pertains to the maintenance of books of account and other relevant documents by LLPs. It mandates LLPs to maintain proper books of account reflecting their financial transactions, along with supporting documents and records, to ensure transparency, accuracy, and compliance with regulatory requirements.

What is the LLP Amendment 2017?

The LLP Amendment Act 2017 introduced significant changes to the Limited Liability Partnership (LLP) framework in India. It aimed to simplify compliance procedures, enhance corporate governance, and promote ease of doing business by streamlining regulatory requirements and improving the efficiency of LLP operations.

What is rule 7 of the LLP Act?

Rule 7 of the LLP Act specifies the requirements for registration of Limited Liability Partnerships (LLPs). It outlines the necessary documents, forms, and information required for LLP registration, including details about the proposed partners, registered office address, and LLP agreement. Compliance with Rule 7 is essential for establishing a valid LLP under Indian law.

Is Form 3 mandatory for LLP?

Form 3 is mandatory for LLPs as it is used for filing the LLP agreement and any changes therein with the Registrar of Companies. It ensures transparency and regulatory compliance by documenting the terms of the LLP agreement, including partner details, profit-sharing ratios, and capital contributions.

What is the time limit for an LLP agreement?

LLP agreements must be executed within 30 days of LLP incorporation, as per Indian law. This timeframe ensures prompt establishment of the partnership's internal governance structure, delineating partner rights, responsibilities, profit-sharing arrangements, and dispute resolution mechanisms.

Is LLP agreement required to be notarised?

LLP agreements are not required to be notarised under Indian law. However, it is advisable to execute the agreement on stamp paper to validate its legal enforceability. While not mandatory, notarisation may provide additional assurance of the agreement's authenticity and may be required by certain banks or institutions for financial transactions.