Change in LLP Agreement

What is an LLP Agreement?

The Limited Liability Partnership (LLP) Agreement is the charter of a Limited Liability Partnership company, similar to the Memorandum of Association and Articles of Association for a private limited company. It defines the scope and extent of the LLP's operations as well as the rights, duties, obligations of the partners. Altering the agreement is straightforward. All you need to do is pass a resolution approving the revision in the LLP agreement. The second step is to file Form 3 with the Registrar within 30 days of the amendment in the agreement.

What is the process of changing an LLP agreement?

The step by step process of changing the format of LLP agreement is as follows-

Step 1:

The partners must meet to pass a resolution for the required changes in the draft LLP agreement. This may be to change capital contribution, for example.

Step 2:

Within 30 days of the passing of the resolution, Form-3 needs to be filed with the Registrar.

The details to be submitted in Form 3 are-

• 1. Date of LLP agreement modification
• 2. Reason of the modification in the LLP agreement sample– whether it is due to:
  • a. Change in a partner(s)
  • b. Change in business activities
  • c. Change in contribution and profit sharing percentage of any of the partners
  • d. Any other change in matters related to-
• Duties & rights of partners
• Restrictions imposed on the authority of any or all of the partners
• Administration and management of the LLP
  • a. The procedure of calling and conducting meetings
  • b. Acts that can be made only with the approval of all or a specific number of the partners
• Contents of the indemnity clause
  • a. The partners’
  • b. Inclusion
  • c. Retirement
  • d.Cessation
  • e. Resignation and
  • f. Expulsion
• Disputes and resolution of issues related to
  • a. The partners
  • b. The partner and the LLP
• Voluntary winding up
• Duration of the LLP
• 3. Possible activities of the business after the change
• 4. The division of industrial activity after the change in the LLP agreement format.
• 5. The details of contribution and profit sharing percentage of the partners after the change in the LLP agreement

Step 3:

Form-4 needs to be filed with the Registrar (along with the Form-3),

• If the change in the LLP agreement format is due to the change in a partner(s) or designated partner(s).
• In case of the appointment, cessation or change in designation/name/address of partner(s) or designated partner(s).

What are the documents required to change an LLP agreement? (Checklist)

The following documents are required to change an LLP agreement –

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 meeting by the LLP Partners
• Any supplementary forms or documents required as proof

Documents to be enclosed with Form 4

• Consents 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 authorization/resolution mentioning the name & address of individuals(s) nominated as a representative of the partner/nominee

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