Change in LLP Agreement — Form 3 & Form 4 Filing
A change in LLP agreement, whether a new partner, an exit, fresh contribution or a new profit-sharing ratio, has to be reported to the Registrar within 30 days. Form 3 records the amended agreement; Form 4 records the partner who joins or leaves. Two forms, one clock. We draft the supplementary agreement and file both on the MCA V3 portal.
What it is
Your LLP agreement is the rulebook between the partners. It records who the partners are, what each has contributed, how profits are shared and who can act for the LLP. When any of that changes, the partners sign a supplementary agreement and the change is reported to the Registrar.
Section 23 of the Limited Liability Partnership Act, 2008 says the LLP agreement and any changes made in it must be filed with the Registrar. Rule 21 of the LLP Rules, 2009 fixes the form and the clock: Form 3, within 30 days of the change. When a partner joins or leaves, Section 25 adds a second filing, Form 4, also within 30 days. Both forms go in on the MCA V3 portal, signed with a designated partner’s DSC.
Who it applies to
Admit a new partner
An investor or a family member joining an existing LLP. Their consent goes on Form 4 and the revised agreement on Form 3.
Let a partner exit
A partner can leave by agreement, or on 30 days’ written notice under Section 24. The LLP reports the exit and amends the agreement.
Change contribution or profit share
Fresh contribution or a new profit-sharing ratio. Any change in the agreement goes on Form 3, even if no partner joins or leaves.
Why it matters
Protect the partner who left
Think of a partner who quit a Faridabad trading LLP two years ago and was never reported. Under Section 24, a supplier who never heard of the exit can still treat him as a partner until notice reaches the Registrar. A timely Form 4 closes that door.
Keep the MCA record true
Under Section 23, the LLP agreement governs the partners’ rights and duties. Banks read the copy on the MCA record. If it still shows last year’s ratio, expect questions before a loan moves.
Pay the right fee, get the right audit
Contribution decides your MCA fee slab and whether an audit is compulsory. Change it, and the record has to match.
Documents required
From the LLP
- Supplementary LLP agreement signed by all partners, stamped as per your state’s stamp law
- Partners’ resolution or written consent approving the change
- Existing LLP agreement and any earlier amendments
- Valid digital signature certificate (DSC) of a designated partner
For a partner joining
- PAN, identity proof and address proof
- Consent to become a partner, which Section 25(3) requires
- DIN (Section 7) and DSC, if the person joins as a designated partner
For an exit or a contribution change
- Written notice of exit, or the exit agreement, with the effective date
- Settlement of the outgoing partner’s capital account
- Bank proof of fresh contribution, or the revised contribution schedule
Which form for which change
| What is changing | Form 3 (agreement) | Form 4 (partners) |
|---|---|---|
| New partner admitted | Yes, revised agreement | Yes, with the partner’s consent |
| Partner exits | Yes, revised agreement | Yes, for the cessation |
| Partner becomes a designated partner, or stops being one | Yes, if the agreement names them | Yes, for the change in designation |
| Contribution increased or reduced | Yes | No |
| Profit-sharing ratio changed | Yes | No |
| Partner’s name or address changed | No | Yes |
Here is the catch: an increase in contribution can cost more than the form fee. Picture a Faridabad consulting LLP whose two partners raise contribution from ₹2 lakh to ₹20 lakh to fund a new office. The registration fee slab moves from ₹2,000 to ₹5,000, and the ₹3,000 difference is paid through Form 3.
A change of name or registered office has its own MCA form. Setting up a fresh LLP instead? See registering a new LLP.
How it works
Read the clauses you already signed
Many LLP agreements spell out how a partner is admitted or retires. We start there, so the change follows what the partners signed.
Draft the supplementary agreement
We draft the amendment for your review, touching only the clauses that are changing.
Sign it on the right stamp paper
All partners sign it on stamp paper of the value your state prescribes. In Haryana, that means e-stamp paper from the e-GRAS portal.
File Form 4 for the partner change
Within 30 days of the partner joining or leaving, we file Form 4, with the incoming partner’s consent, signed by a designated partner.
File Form 3 with the amended agreement
Within 30 days of the change, we file Form 3 with the supplementary agreement attached and pay the fee, including any slab difference on increased contribution. Then update the bank mandate and the partner details in your GST registration, and fold the new dates into your ongoing compliance calendar.
Timelines
File Form 3 within 30 days of the change
Rule 21 of the LLP Rules, 2009 applies to any change in the LLP agreement, big or small.
File Form 4 within 30 days of joining or leaving
Section 25(2): within 30 days of a person becoming or ceasing to be a partner, or a change in a partner’s name or address. The partner must tell the LLP of such a change within 15 days.
Give 30 days’ notice to exit
Section 24(1): where the partners have not agreed otherwise, a partner leaves by giving the others at least 30 days’ written notice.
What happens if you file late
Pay a late fee that multiplies
Since 1 April 2022, the late fee for LLP forms is a multiple of the normal fee. For a small LLP it is 1× up to 15 days, then 2×, 4×, 6×, 10× and 15×, and 25× beyond 360 days. Other LLPs pay 1× and then 4× up to 30×, and 50× beyond 360 days.
Face ₹10,000 penalties for a missed Form 4
Section 25(4) makes the LLP and every designated partner liable to a penalty of ₹10,000 if Form 4 is not filed within 30 days. A partner who fails to tell the LLP about a name or address change faces ₹10,000 under Section 25(5).
Risk the general penalty for a missed Form 3
Section 23 carries no penalty of its own. So the ROC can fall back on Section 74: ₹5,000, plus ₹100 for each day the default continues, up to ₹1 lakh.
Frequently asked questions
What is the time limit to file a change in LLP agreement?
Thirty days. Rule 21 of the LLP Rules, 2009 requires Form 3 within 30 days of the change. If a partner joins or leaves, Form 4 is due within the same 30 days under Section 25(2). You can file late, but the additional fee grows with the delay. Start the paperwork the week the partners agree, and 30 days is plenty.
Do we need both Form 3 and Form 4 when a new partner joins?
Yes, in most cases. Form 4 reports the person, with their consent and joining date, under Section 25. Form 3 reports the agreement, because admitting a partner almost always changes contribution and profit sharing. Both are due within 30 days. In practice, we file Form 4 first, so the new partner shows in the LLP’s master data, then Form 3. Both can go in the same week.
How does a partner exit an LLP?
By agreement with the other partners, or by giving them at least 30 days’ written notice under Section 24(1) of the LLP Act. Death, insolvency or a court declaring the partner of unsound mind also ends the partnership interest. The LLP then files Form 4 within 30 days of the cessation, and Form 3 for the amended agreement. Settle the capital account in writing on the same day, and no dispute is left behind.
What if the LLP does not report my resignation?
You can file the notice yourself. Section 25(6) lets a person who has ceased to be a partner file it with the Registrar if they have reasonable cause to believe the LLP will not. The Registrar then asks the LLP to confirm. If the LLP gives no confirmation within 15 days, the Registrar registers your notice. Keep your dated exit notice and its acknowledgement, and your case stays simple.
What fee applies when partners increase their contribution?
The Form 3 filing fee, which depends on contribution. If contribution crosses into a higher slab, the difference in registration fee is also paid through Form 3. Say contribution rises from ₹8 lakh to ₹50 lakh: the registration fee slab moves from ₹4,000 to ₹10,000, so the difference is ₹6,000. We work out the exact figure before the partners sign.
Is stamp duty payable on a supplementary LLP agreement?
It is stamped under the law of the state where it is signed, on stamp paper of the value that state prescribes, like the original agreement. In Haryana, e-stamp paper is generated against a GRN on the e-GRAS portal. Rates differ by state and by how the deed is worded, so we confirm the exact duty before anyone signs.
Can an LLP be left with one designated partner after an exit?
No. Section 7 of the LLP Act requires at least two designated partners who are individuals, at least one of them resident in India, meaning a stay of at least 120 days in the financial year. Say one of your two designated partners is retiring. Appoint a replacement with prior consent and a DIN, and report both changes on Form 4 within 30 days. Line up the replacement before the exit date and the LLP never falls short.
Does a bigger contribution change our audit and annual filing?
Yes, above set limits. An LLP whose contribution exceeds ₹25 lakh needs an audit, whatever its turnover, and stops being a small LLP, so its late-fee multiples roughly double. Above ₹50 lakh of contribution, Form 11 must be certified by a practising company secretary. The annual form fees also follow the contribution slab, from ₹50 to ₹600. We flag these effects before the partners sign, so nothing surprises you later.
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.
Form 3 fees follow the LLP’s contribution. Form 4 costs ₹50 for a small LLP and ₹150 for others.
| Partners’ contribution | Form 3 normal fee | Registration fee slab (for an increase) |
|---|---|---|
| Up to ₹1 lakh | ₹50 | ₹500 |
| Above ₹1 lakh, up to ₹5 lakh | ₹100 | ₹2,000 |
| Above ₹5 lakh, up to ₹10 lakh | ₹150 | ₹4,000 |
| Above ₹10 lakh, up to ₹25 lakh | ₹200 | ₹5,000 |
| Above ₹25 lakh, up to ₹1 crore | ₹400 | ₹10,000 |
| Above ₹1 crore | ₹600 | ₹25,000 |
Moving to a higher slab? The difference between the two registration fees is paid through Form 3. Stamp duty on the supplementary agreement depends on your state.
Ready to begin?
Send us your LLP agreement and a line on what is changing; we will draft the amendment and file Form 3 and Form 4 within the 30 days.