Information for LLP Agreement and Changes is the statutory disclosure mandated under Section 23 of the LLP Act 2008 read with Rule 21 of the LLP Rules 2009. Every Limited Liability Partnership must file its initial LLP Agreement in Form LLP-3 within 30 days of incorporation, and any subsequent amendment, supplementary agreement, or modification in the agreement terms must likewise be filed in Form LLP-3 within 30 days of execution. The agreement must be executed on appropriate stamp paper as per the relevant State Stamp Act.
Where no LLP Agreement is filed, the mutual rights and duties of partners are governed by Schedule I of the Act, which often does not reflect commercial intent. Our secretarial practice services cover the full lifecycle — drafting of original and supplementary LLP Agreements, capital and profit-sharing modifications, business-activity expansion clauses, partner-rights drafting, stamp-duty computation across states, notarisation and witnessing, Form LLP-3 e-filing, and post-filing records refresh, plus condonation support for backdated or delayed filings.
Filing of the initial LLP Agreement in Form LLP-3 within 30 days of incorporation, capturing capital contribution, profit-sharing, partner rights, duties, and management framework.
Supplementary LLP Agreement reflecting addition, withdrawal, or restructuring of partner capital contribution — with revised profit-sharing ratio and Form LLP-3 filing within 30 days.
Modification of profit and loss-sharing ratios among partners through supplementary LLP Agreement, with proper consent, stamp duty, and Form LLP-3 disclosure.
Expansion or restriction of business activities of the LLP through supplementary agreement amending the objects clause, aligned with original incorporation purpose and applicable laws.
Amendment of partner rights, duties, decision-making thresholds, voting matrix, and management structure through supplementary LLP Agreement and Form LLP-3 disclosure.
Supplementary agreement reflecting consequential changes flowing from name change, RO change, partner addition / cessation, or designation change — synchronised with respective primary forms.
Master section requiring every LLP to file information about its agreement with the Registrar in the prescribed form within the statutory window of 30 days.
Prescribed e-form on the MCA portal for filing the initial LLP Agreement and any subsequent supplementary agreement or amendment thereto.
Where no LLP Agreement is filed, mutual rights and duties of partners default to Schedule I — typically equal capital, equal profit-sharing, and unanimous decision-making.
LLP Agreement is chargeable with stamp duty under the relevant State Stamp Act — rates vary by state and are typically based on capital contribution.
Any change in the LLP Agreement is captured through a supplementary agreement, executed on fresh stamp paper, signed by all partners, and filed via Form LLP-3.
Changes are effective from the date of execution of the supplementary agreement, not from the date of Form LLP-3 filing — making timely filing critical.
The LLP Agreement and supplementary deeds must be signed by all partners with two witnesses; notarisation is recommended though not mandatory.
Delayed Form LLP-3 filing attracts additional fees of ₹100 per day with no upper cap, plus penalty under the LLP Act on the LLP and designated partners.
Customised drafting of the original LLP Agreement covering capital, profit-sharing, partner rights, duties, dispute resolution, and exit / dissolution clauses.
Online filing of the original LLP Agreement in Form LLP-3 within 30 days of incorporation, with DSC, stamp-paper attachment, and partner verification.
Drafting of supplementary LLP Agreements for any change — capital, profit-ratio, partners, business activity, address, or governance — on fresh stamp paper.
State-wise stamp-duty computation on initial and supplementary LLP Agreements, with optimal stamp-paper procurement and franking coordination.
End-to-end e-filing of Form LLP-3 capturing supplementary agreements, with attachment management, DSC affixation, and RoC acknowledgement tracking.
Capital remapping, partner-wise contribution restatement, and corresponding profit-ratio recalibration through supplementary agreement and Form LLP-3.
Drafting and filing of supplementary deeds to revise profit-sharing ratios, with partner-consent matrix, tax-side commentary, and Form LLP-3 disclosure.
Objects-clause expansion or modification through supplementary agreement, aligned with sectoral laws, RoC norms, and incorporation main objects.
Drafting of partner rights, duties, voting matrix, reserved matters, dispute resolution, and exit clauses to align with commercial intent and best practice.
Coordination of partner signatures, witnessing, and notarisation of LLP Agreements and supplementary deeds, including remote-execution support.
Compliance cleanup for delayed or missed Form LLP-3 filings, with additional-fee computation, declarations, and condonation petitions where required.
Post-filing refresh of LLP statutory records, MGT-equivalent files, partner-register, and curation of full audit trail for due-diligence and lender review.
LLP has just been incorporated and the original LLP Agreement needs to be drafted, executed on stamp paper, and filed in Form LLP-3 within 30 days.
A new partner or designated partner is being admitted, requiring a supplementary agreement with revised capital and profit-sharing matrix.
One or more partners are increasing, decreasing, or restructuring their capital contribution, triggering supplementary agreement and Form LLP-3 filing.
Internal commercial re-alignment requiring change in profit and loss-sharing ratios across partners, with tax-and-stamp-duty implications.
LLP is entering new lines of business or sectors, requiring expansion of the objects clause through supplementary agreement and Form LLP-3.
Consequential update to LLP Agreement following a Form LLP-5 name change or Form LLP-15 registered office change, filed via Form LLP-3.
Restructuring of voting rights, reserved matters, designated-partner roles, or dispute-resolution mechanism through supplementary agreement.
Past LLP Agreements or supplementary deeds were never filed in Form LLP-3 — requiring backdated compliance with additional fees and reconciliation.
Assessment of trigger event — initial / amendment — capital and ratio mapping, stamp-duty estimation, and timeline planning for the 30-day window.
Drafting of original or supplementary LLP Agreement, partner-side review, redline negotiation, and finalisation of clauses with commercial alignment.
State-wise stamp paper procurement / franking, partner signatures, witnessing, and notarisation as per local norms and best practice.
Online filing of Form LLP-3 with all attachments, DSC affixation, RoC fee payment, and tracking till acknowledgement and master-data refresh.
Update of partner register, statutory records, capital ledger, and circulation of executed copies to all partners with closure file.
Partner with our secretarial-practice specialists for end-to-end LLP Agreement compliance — original drafting, supplementary deeds, state-wise stamp duty, Form LLP-3 e-filing, and post-filing records refresh in FY 2026–27.
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