Changing LLP agreement: complete procedure for India (2026)

The LLP Agreement is the foundational document of every Limited Liability Partnership. Governed by Section 23 of the Limited Liability Partnership Act, 2008, it defines the mutual rights, duties, obligations, and profit-sharing arrangements among partners, the capital contribution structure, the scope of business activities, and the governance framework for how the LLP operates. It functions for an LLP in much the same way that the Memorandum of Association and Articles of Association function for a company. Changing LLP Agreement is a mandatory compliance requirement whenever partners modify profit-sharing ratios, capital contributions, business activities, registered office details, designated partners, or any other clause of an LLP Agreement. Under Section 23 of the Limited Liability Partnership Act, 2008, all LLP Agreement amendments must be reported to the Registrar of Companies through Form 3 within 30 days.

As an LLP grows, its internal structure, partner composition, profit ratios, business objectives, capital base, or registered office may need to change. Any such change requires a formal amendment to the LLP Agreement and must be reported to the Registrar of Companies (ROC) through Form 3 within 30 days of the amendment. Failure to file Form 3 within the 30-day window attracts a penalty of Rs. 100 per day with no upper cap.

This guide covers every type of LLP Agreement change, the legal provisions that govern each type, the step-by-step amendment procedure, stamp duty requirements, related forms that must be filed alongside Form 3, and the consequences of non-compliance.

Changing LLP Agreement: Legal Framework and Compliance Requirements

The following statutory provisions govern the LLP Agreement and its amendment:

Section 23 of the LLP Act, 2008: the primary provision. Section 23(1) requires every LLP to have an LLP Agreement. Section 23(2) requires the agreement and all changes to be filed with the ROC within 30 days.

Section 23(4) and the First Schedule of the LLP Act: where an LLP has not executed a written LLP Agreement, or where the agreement does not address a particular matter, the First Schedule applies as a set of default rules. Key defaults include equal profit and loss sharing, no remuneration payable to any partner, unanimous consent required for all management decisions, and the right of all partners to access books of accounts.

Rule 21 of the LLP Rules, 2009: prescribes Form 3 as the form for filing information about the LLP Agreement, both at incorporation (Purpose 1) and on subsequent amendments (Purpose 2).

LLP (Amendment) Rules, 2023: revised Form 3 to include additional disclosure requirements and introduced an Excel upload functionality to simplify data entry for large amendments.

Section 67 of the LLP Act, 2008: provides for condonation of delay in filing Form 3, Form 4, and Form 11 in genuine hardship cases, subject to payment of additional fees and ROC approval.

If you are yet to incorporate your LLP and want to understand how the initial LLP Agreement is filed through FiLLiP, read the complete guide to company registration in India.

Types of LLP agreement changes

The following changes require a formal amendment to the LLP Agreement and filing of Form 3:

Change in profit sharing ratio

Partners may agree to revise the ratio in which profits and losses are distributed among them. The revised ratio, the effective date of the change, and the specific clause being amended must be documented in a Supplementary LLP Agreement executed on stamp paper and signed by all partners.

Change in capital contribution

When any partner increases or decreases their capital contribution, the amended amounts and percentages must be reflected in the LLP Agreement. This is one of the most common triggers for Form 3 filing, particularly for LLPs that receive fresh investment from existing or new partners.

Change in business activities or object clause

When the LLP intends to expand into new activities or withdraw from existing lines of business, the object clause must be amended. This type of amendment may require manual ROC approval rather than STP processing, depending on the nature of the change.

Addition of a new partner

When a new partner joins, both the LLP Agreement and the partner details on the MCA register must be updated. This requires a Supplementary LLP Agreement, Form 3 (to update the LLP Agreement), and Form 4 (to notify the ROC of the new partner’s addition), both filed within 30 days.

Cessation of a partner

When a partner exits through resignation, expulsion, retirement, or death, the LLP Agreement must be amended to reflect the departure and the revised contribution and profit-sharing structure. Form 3 and Form 4 must both be filed within 30 days.

Change in designated partner

When a designated partner is changed, added, or removed, Form 3 (if the LLP Agreement mentions the designated partner by name) and Form 4 must be filed within 30 days.

Change in registered office address

When the LLP’s registered office shifts to a new address, the LLP Agreement must be updated to reflect the new address and Form 15 must be filed with the ROC within 30 days. If the change is addressed in a separate clause of the LLP Agreement, Form 3 must also be filed. Read the GST registration guide to understand how a registered office address change must also be updated on the GST portal as a core field amendment.

Change in LLP name

When the LLP changes its registered name, a fresh name reservation must be obtained through the MCA V3 portal, and the LLP Agreement must be amended. Form 5 (notice of change in name) must be filed along with Form 3.

Change in duration

An LLP formed for a fixed duration may amend its agreement to extend or shorten the period, or to convert to a perpetual entity. Such changes require a Supplementary LLP Agreement and Form 3.

Step-by-step procedure for amending the LLP agreement

Step 1: hold a partners meeting and pass a resolution

All partners of the LLP must meet and pass a resolution approving the proposed changes. The resolution must specify exactly which clauses are being amended, deleted, or added, and the effective date of the amendment. Minutes of the partners meeting must be recorded and signed. For LLPs with only two partners who are also the designated partners, a written consent from both partners serves as the resolution.

Step 2: draft the supplementary LLP agreement

A Supplementary LLP Agreement records the specific amendments approved by the partners. It supplements, rather than replaces, the original LLP Agreement. It must: state the full name of the LLP and its LLPIN; reference the original LLP Agreement including its date of execution; list each clause being amended with the old text and the new text clearly distinguished; state the effective date of the amendment; and be signed by all partners in the presence of two witnesses. If the amendment is substantial, a fully restated LLP Agreement incorporating all amendments may be executed instead.

Step 3: execute the agreement on stamp paper

The Supplementary LLP Agreement must be executed on non-judicial stamp paper of the appropriate denomination as required by the stamp duty laws of the state in which the LLP is registered. Stamp duty rates vary by state:

• Karnataka: typically Rs. 500 for agreements with contribution up to Rs. 1 lakh.
• Maharashtra: charged based on the contribution amount under the Maharashtra Stamp Act, starting from Rs. 500.
• Delhi: Rs. 200 for agreements with contribution up to Rs. 5 lakh, with graduated rates above that.

Underpaying stamp duty renders the LLP Agreement legally unenforceable in a court of law and can attract penalties of up to 10 times the deficient duty amount under the applicable State Stamp Act.

Step 4: log in to MCA V3 and open Form 3

Log in to the MCA V3 portal using the designated partner’s credentials. Navigate to MCA Services, then e-Filing, and select LLP Forms. Open Form 3. Select Purpose 2 (information with regard to changes in LLP Agreement) from the dropdown.

Step 5: fill the Form 3 details

Enter the LLP’s LLPIN and name. Select the reason for the change: change in business activities, change in partners, change in capital contribution, change in profit sharing ratio, or other reasons. Enter the date of the resolution and the number of amendments made since the LLP’s original Form 3 filing. Enter the SRN of Form 4 or Form 5 filed in the last one year, if applicable.

The LLP (Amendment) Rules, 2023 introduced an Excel upload feature for Form 3 for LLPs with large numbers of partners. For most standard LLPs with 2 to 5 partners, the form can be completed directly on the portal.

Step 6: attach supporting documents

Attach the Supplementary LLP Agreement (or restated LLP Agreement) as the primary attachment, a copy of the partners resolution approving the amendment, and any other supporting document specific to the type of change.

Step 7: affix DSC and pay government fee

The form must be digitally signed by both designated partners using their registered Class 3 DSCs. The government fee is: Rs. 50 for LLPs with total contribution up to Rs. 1 lakh, and Rs. 200 for LLPs with total contribution above Rs. 1 lakh. Pay through the MCA V3 payment gateway.

Step 8: submit and obtain SRN

Submit the form and note the Service Request Number (SRN). Form 3 for most amendments is processed in STP mode and approved within 2 to 7 working days. Object clause changes may require manual examination by the ROC before approval.

Forms filed alongside Form 3

Depending on the nature of the amendment, Form 3 may need to be filed with one or more of the following forms:

Form 4: notice of appointment, cessation, change in name, address, or designation of a designated partner or partner. Filed within 30 days. Carries a filing fee of Rs. 50 or Rs. 200 depending on contribution.

Form 5: notice of change in name of the LLP. The new name must first be reserved through the MCA V3 name reservation process before Form 5 can be filed.

Form 15: notice of change in place of registered office. Filed within 30 days of an address change.

Stamp duty on supplementary LLP agreements

Every Supplementary LLP Agreement must be executed on non-judicial stamp paper. Underpaying stamp duty has two consequences: the agreement is inadmissible in evidence in any court of law in India, and the state revenue authorities may levy a penalty of up to 10 times the deficit amount upon discovery.

Before executing the Supplementary Agreement, verify the applicable stamp duty with a qualified professional familiar with the state stamp laws applicable to the LLP’s registered state. For LLPs that have recently shifted registered offices to a new state, the stamp duty laws of the new state apply to any new or supplementary agreements executed after the shift.

Penalty for late filing of Form 3

Form 3 must be filed within 30 days of the date of the partners resolution approving the amendment. If Form 3 is not filed within 30 days, additional fees of Rs. 100 per day of delay accrue from the 31st day, with no upper cap. A 6-month delay on Form 3 accumulates Rs. 18,000 in additional fees.

Beyond the financial penalty, persistent non-filing creates inconsistency between the LLP’s internal records and its MCA register. This can cause problems during bank loan processing, due diligence by investors or acquirers, annual filing of Form 11 and Form 8, and any application for government tenders or MSME certification that requires MCA verification.

How Virtual Offices support LLP agreement changes

A change in the LLP’s registered office address is one of the most common triggers for a Supplementary LLP Agreement and Form 3 filing. When a lease expires or an LLP shifts to a new city, the LLP Agreement must be amended, Form 3 must be filed within 30 days, and Form 15 must also be filed to notify the ROC of the address change.

myHQ Virtual Offices in Bangalore and across 40+ cities in India provide MCA-compliant registered office addresses for LLPs, backed by 150+ partner spaces, 50+ Virtual Office Experts, and 10,000+ clients served. When an LLP’s registered office lease expires or the LLP needs to shift to a new city, myHQ provides the new lease agreement, NOC from the property owner, and utility bill required for the Supplementary LLP Agreement and Form 15 filing, with the fastest document turnaround time in the industry.

With digital KYC and agreement, flexible contract tenures, and comprehensive help and support from 50+ Virtual Office Experts, the LLP’s address documentation is always current and consistent with MCA records, minimising the risk of penalty or rejection during Form 3 and Form 15 filings.

Read the guide to virtual place of business registration to understand how a myHQ virtual office address supports your LLP’s MCA and GST compliance together.

Frequently asked questions

What is the time limit for filing Form 3 after amending the LLP agreement?

Form 3 must be filed within 30 days of the date of the partners resolution approving the amendment. Late filing attracts additional fees of Rs. 100 per day from the 31st day with no upper cap.

Is a supplementary LLP agreement required for every amendment?

Yes, for all amendments that change the substantive terms of the original LLP Agreement. The Supplementary Agreement must be executed on non-judicial stamp paper of the appropriate denomination, signed by all partners, and attached to Form 3 as a mandatory document.

Does a change in profit sharing ratio require Form 3?

Yes. Any change in the profit and loss sharing ratio among partners is a change in the LLP Agreement and must be documented in a Supplementary LLP Agreement and filed via Form 3 within 30 days.

Do Form 3 and Form 4 need to be filed together for a partner addition?

Both must be filed within 30 days of the change but may be filed independently. It is advisable to file both simultaneously to avoid MCA records showing inconsistencies between the LLP Agreement and the partner register.

What happens if the LLP operates without a written LLP agreement?

The First Schedule of the LLP Act, 2008 applies as default. This means all profits and losses are shared equally, no partner receives remuneration, and all decisions require unanimous consent. These defaults are highly restrictive and inappropriate for most commercial LLPs. Every LLP should have a written, executed, and ROC-filed LLP Agreement from the date of incorporation.

Can the LLP agreement amendment be filed if the designated partner’s DPIN is deactivated?

No. Form 3 must be digitally signed by two designated partners using their registered DSCs. A deactivated DPIN blocks DSC signing on MCA V3. The designated partner must first reactivate their DPIN by filing DIR-3 KYC eForm with a Rs. 5,000 penalty before Form 3 can be submitted.