Change in LLP Partners: Add or Remove a Partner
When a partner joins or leaves your LLP, the change must be reported to the Registrar in Form 4 within 30 days under Section 25 of the LLP Act, 2008. We draft the consent, the partners’ resolution and the supplementary agreement, and file Form 4 on the MCA V3 portal.
What it is
A change in LLP partners means someone becomes a partner, someone stops being one, or a partner is made (or stops being) a designated partner. The LLP carries on; only the people behind it change.
Section 25 of the Limited Liability Partnership Act, 2008 and Rule 22 of the LLP Rules, 2009 require the LLP to file a notice in Form 4 with the Registrar within 30 days of the change. The LLP agreement usually names the partners, their contribution and profit share, so it is amended too and filed in Form 3 within 30 days. That part sits under our change in LLP agreement service; this page covers the partner change.
Who it applies to
A new partner joins
An investor, family member or key employee is admitted. They sign a consent; a designated partner also needs a DIN.
A partner retires or is removed
Under Section 24, a partner leaves as the LLP agreement provides or, if it is silent, by giving at least 30 days’ written notice to the other partners.
A partner dies or becomes insolvent
Death, insolvency or a court declaring a partner of unsound mind also ends that person’s partnership. Form 4 is still needed.
Why it matters
Protect the partner who leaves
Under Section 24, anyone dealing with the LLP can treat a former partner as still a partner until they have notice of the exit or Form 4 is on the Registrar’s record.
Keep the minimum numbers
An LLP needs at least two partners (Section 6) and two designated partners who are individuals, one of them resident in India (Section 7). Here is the catch: if your only resident designated partner is the one moving abroad, someone else must step in first.
Keep banks and GST in step
Banks, the GST department and tender authorities check the partner list on the MCA portal.
Documents required
For an incoming partner
- Consent to act as partner or designated partner (Form 9 for a designated partner)
- PAN, identity and address proof
- DIN, if becoming a designated partner
- Contribution amount and profit share
For an outgoing partner
- Resignation or retirement letter, or notice
- Death certificate, where a partner has died
- Settlement of the partner’s contribution and dues
From the LLP
- Partners’ resolution approving the change
- Supplementary LLP agreement on e-stamp paper
- DSC of a designated partner
Form 4 or Form 3?
| Event | Form 4 | Form 3 |
|---|---|---|
| New partner admitted | Yes, within 30 days | Yes, if the agreement is amended |
| Partner retires, resigns or dies | Yes, within 30 days | Yes, if the agreement is amended |
| Partner made a designated partner | Yes | Only if the agreement changes |
| Partner changes name or address | Yes | No |
| Profit share or contribution changes, no new partner | No | Yes |
Form 4 is signed with a designated partner’s DSC. Where a form needs certification, a practising professional certifies it. We prepare both forms together.
How it works
Check the agreement and the numbers
We read the admission and exit clauses and confirm the LLP keeps two partners and two designated partners.
Get the DIN and consents ready
Say a Faridabad consultancy LLP is admitting a senior employee as designated partner. If they have no DIN, we apply for it first, then draft the consent and the partners’ resolution.
Execute the supplementary agreement
We draft the deed of admission or retirement, with the new contribution and profit-sharing ratio, for signing on e-stamp paper.
File Form 4 and Form 3
We file Form 4 within 30 days of the change and Form 3 within 30 days of the amended agreement, on the MCA V3 portal. In practice, a Ballabgarh manufacturing LLP whose partner retires on 1 April would have both forms on file by the end of that month.
Update GST, bank and KYC
We file the GST amendment, give you the approved forms for the bank, and diarise the new designated partner’s DIR-3 KYC.
Timelines
Form 4: 30 days
Within 30 days from the date a person becomes or ceases to be a partner, or from a change in a partner’s name or address.
Form 3: 30 days
Within 30 days of the change in the LLP agreement.
GST amendment: 15 days
Partner details are a core field, so file a GST registration amendment in FORM GST REG-14 within 15 days.
What happens if you file late
You pay a multiple of the fee
Form 4 carries a multiple of the normal fee. A small LLP pays 1× up to 15 days late, rising to 25× beyond 360 days. Other LLPs go from 1× to 50×.
Penalty under Section 25
If Form 4 is not filed, the LLP and every designated partner face a penalty of ₹10,000, and a partner who fails to inform the LLP faces ₹10,000.
Watch the six-month rule
If an LLP runs with only one partner for more than six months, that partner, if aware of it, is personally liable for obligations of that period (Section 6).
Frequently asked questions
What is the time limit to add a partner in an LLP?
A change in LLP partners must be reported in Form 4 within 30 days of the date the person becomes a partner, under Section 25(2) of the LLP Act. If the LLP agreement is amended to add them, Form 3 is also due within 30 days of that amendment. We file both together so the dates match.
Does a new partner need a DIN?
Only if they will be a designated partner. A designated partner must hold a DIN, which works as the DPIN for LLPs under Section 7. An ordinary partner who is an individual is identified by PAN or passport in Form 4. If the person has no DIN, we apply for it first, and the Form 4 follows once it is allotted.
Can a partner leave without the consent of the others?
Yes, if the LLP agreement allows it or by notice. Under Section 24(1), a partner can cease as the agreement provides or, without such a provision, by giving at least 30 days’ written notice to the other partners. The LLP then files Form 4 within 30 days of the exit. We also draft a settlement of the partner’s contribution and dues.
What if the LLP does not file Form 4 after I resign?
You can file the notice yourself. Section 25(6) lets a former partner file it with the Registrar. The Registrar then asks the LLP to confirm, and if the LLP does not reply within 15 days, the notice is registered. This protects you from being treated as a partner for the LLP’s later dealings. We prepare and file it for you.
What is the government fee for Form 4?
The government fee for Form 4 is ₹50 for a small LLP and ₹150 for other LLPs. A small LLP is one that stays within the contribution and turnover limits in the LLP Act; check the current limits on the MCA portal. Late filing attracts a multiple of this fee, from 1× up to 25× for a small LLP and 50× for others.
What happens when a partner of a two-partner LLP dies?
The LLP falls below the minimum of two partners and must bring in a new partner quickly. Section 6 makes the surviving partner personally liable for obligations incurred if the LLP carries on with one partner for more than six months. We file Form 4 for the cessation and admit the new partner, often a legal heir, in the same exercise.
Does a change in partners need a GST update?
Yes. Partner details are a core field in GST registration, so the LLP files an amendment in FORM GST REG-14 within 15 days of the change. The GSTIN stays the same because the LLP’s PAN does not change. The GST officer approves core-field changes, so we keep the supporting deed ready and answer any query that comes back.
Can a company become a partner in an LLP?
Yes. A body corporate can be a partner and nominates an individual to act as designated partner on its behalf. Form 4 then carries the company’s CIN, the nominee’s details and the board resolution of the company. The LLP still needs at least two individual designated partners, one resident in India, and we check that before filing.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government fees: Form 4 ₹50 (small LLP) or ₹150 (other LLPs). Form 3 ₹50 to ₹600 based on contribution. Stamp duty on the supplementary agreement depends on your state; we confirm it before drafting.
Ready to begin?
Tell us who is joining or leaving and when, and we will have Form 4 filed well within 30 days.