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Information for LLP Agreement and Changes – Section 23 of LLP Act 2008, Form LLP-3 Filing, Supplementary LLP Agreement, Stamp Duty Compliance & RoC Procedure for Amendments
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.
Sec 23
LLP Act 2008 Provision
Form LLP-3
Agreement Information Form
30 Days
Filing Window
Schedule I
Default Provisions
Laws & Forms We Work With
LLP Act 2008
Sec 23 – LLP Agreement
Schedule I – Default Terms
Form LLP-3
LLP Rules 2009 – Rule 21
Indian Stamp Act
State Stamp Acts
Supplementary Agreement
Notary Act
MCA Portal
Form LLP-2
Form LLP-4
Form LLP-15
LLP Agreement Filing Routes We Handle
Initial Filing
Original LLP Agreement
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.
- Original agreement drafting
- Stamp paper execution
- Notarisation
- Form LLP-3 filing
- 30-day compliance
- Master-data sync
Capital Change
Capital Contribution Amendment
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.
- Capital re-mapping
- Supplementary agreement
- Profit-ratio update
- Stamp duty on incremental
- Form LLP-3 filing
- Bank intimation
Profit Sharing
Profit / Loss-Sharing Ratio Change
Modification of profit and loss-sharing ratios among partners through supplementary LLP Agreement, with proper consent, stamp duty, and Form LLP-3 disclosure.
- Partner consent
- Ratio recalibration
- Supplementary agreement
- Stamp paper execution
- Form LLP-3 filing
- Tax-side review
Business Activity
Object / Business Activity Update
Expansion or restriction of business activities of the LLP through supplementary agreement amending the objects clause, aligned with original incorporation purpose and applicable laws.
- Objects clause redraft
- Activity expansion
- Supplementary agreement
- Form LLP-3 filing
- Sectoral compliance
- Licence refresh
Partner Rights
Rights, Duties & Management Clauses
Amendment of partner rights, duties, decision-making thresholds, voting matrix, and management structure through supplementary LLP Agreement and Form LLP-3 disclosure.
- Rights / duties redraft
- Voting matrix
- Reserved matters
- Supplementary agreement
- Form LLP-3 filing
- Governance refresh
Consequential
Consequential Agreement Updates
Supplementary agreement reflecting consequential changes flowing from name change, RO change, partner addition / cessation, or designation change — synchronised with respective primary forms.
- Sync with LLP-5 / LLP-15
- Sync with Form LLP-4
- Consequential redraft
- Stamp paper execution
- Form LLP-3 filing
- Master-data refresh
Key Concepts in LLP Agreement Filing
Sec 23
LLP Agreement Mandate
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.
Mandatory
30 Days
Form LLP-3
Information & Changes Form
Prescribed e-form on the MCA portal for filing the initial LLP Agreement and any subsequent supplementary agreement or amendment thereto.
e-Filing
DSC Required
Schedule I
Default Provisions
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.
Default
Caution
Stamp Duty
State-Wise Stamp Duty
LLP Agreement is chargeable with stamp duty under the relevant State Stamp Act — rates vary by state and are typically based on capital contribution.
State-Specific
Capital-Linked
Supplementary
Supplementary Agreement
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.
Fresh Stamp
All Partners
Effective Date
Date of Effect
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.
Execution Date
Audit Trail
Notarisation
Witnessing & Notary
The LLP Agreement and supplementary deeds must be signed by all partners with two witnesses; notarisation is recommended though not mandatory.
Witnesses
Notary
Penalty
Late Filing Consequences
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.
₹100/Day
No Cap
Our LLP Agreement Services
Original LLP Agreement Drafting
Customised drafting of the original LLP Agreement covering capital, profit-sharing, partner rights, duties, dispute resolution, and exit / dissolution clauses.
Initial Form LLP-3 Filing
Online filing of the original LLP Agreement in Form LLP-3 within 30 days of incorporation, with DSC, stamp-paper attachment, and partner verification.
Supplementary Agreement Drafting
Drafting of supplementary LLP Agreements for any change — capital, profit-ratio, partners, business activity, address, or governance — on fresh stamp paper.
Stamp Duty Computation
State-wise stamp-duty computation on initial and supplementary LLP Agreements, with optimal stamp-paper procurement and franking coordination.
Form LLP-3 (Changes) Filing
End-to-end e-filing of Form LLP-3 capturing supplementary agreements, with attachment management, DSC affixation, and RoC acknowledgement tracking.
Capital Restructuring Support
Capital remapping, partner-wise contribution restatement, and corresponding profit-ratio recalibration through supplementary agreement and Form LLP-3.
Profit-Sharing Amendment
Drafting and filing of supplementary deeds to revise profit-sharing ratios, with partner-consent matrix, tax-side commentary, and Form LLP-3 disclosure.
Business Activity Update
Objects-clause expansion or modification through supplementary agreement, aligned with sectoral laws, RoC norms, and incorporation main objects.
Governance & Voting Clause Drafting
Drafting of partner rights, duties, voting matrix, reserved matters, dispute resolution, and exit clauses to align with commercial intent and best practice.
Notarisation & Witnessing
Coordination of partner signatures, witnessing, and notarisation of LLP Agreements and supplementary deeds, including remote-execution support.
Backdated / Condonation Support
Compliance cleanup for delayed or missed Form LLP-3 filings, with additional-fee computation, declarations, and condonation petitions where required.
Records Refresh & Audit Trail
Post-filing refresh of LLP statutory records, MGT-equivalent files, partner-register, and curation of full audit trail for due-diligence and lender review.
When You Need LLP Agreement Filing Support
Post-Incorporation Filing
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.
New Partner Admission
A new partner or designated partner is being admitted, requiring a supplementary agreement with revised capital and profit-sharing matrix.
Capital Contribution Change
One or more partners are increasing, decreasing, or restructuring their capital contribution, triggering supplementary agreement and Form LLP-3 filing.
Profit-Sharing Re-mapping
Internal commercial re-alignment requiring change in profit and loss-sharing ratios across partners, with tax-and-stamp-duty implications.
Business Activity Expansion
LLP is entering new lines of business or sectors, requiring expansion of the objects clause through supplementary agreement and Form LLP-3.
Name / Address Change
Consequential update to LLP Agreement following a Form LLP-5 name change or Form LLP-15 registered office change, filed via Form LLP-3.
Governance Restructuring
Restructuring of voting rights, reserved matters, designated-partner roles, or dispute-resolution mechanism through supplementary agreement.
Compliance Cleanup
Past LLP Agreements or supplementary deeds were never filed in Form LLP-3 — requiring backdated compliance with additional fees and reconciliation.
Documents Needed for Form LLP-3 Filing
LLP Records
- Certificate of Incorporation
- LLPIN & partner details
- DPIN of designated partners
- DSC of authorised partner
- PAN of LLP & partners
- Latest Form LLP-3 (if any)
- Partner register
Agreement Documents
- LLP Agreement (signed)
- Supplementary deed (if change)
- Witness ID & signature
- Partner consent / resolution
- Capital contribution proof
- Profit-ratio table
- Notary attestation
Stamp & Filing Items
- State-wise stamp paper
- Franking / e-stamping proof
- Form LLP-3 (executed)
- Form LLP-3 attachments
- Address proof (if updated)
- Self-declaration
- RoC fee challan
Our Engagement Process
1
Diagnostic & Scope
Assessment of trigger event — initial / amendment — capital and ratio mapping, stamp-duty estimation, and timeline planning for the 30-day window.
2
Drafting & Review
Drafting of original or supplementary LLP Agreement, partner-side review, redline negotiation, and finalisation of clauses with commercial alignment.
3
Stamping & Execution
State-wise stamp paper procurement / franking, partner signatures, witnessing, and notarisation as per local norms and best practice.
4
Form LLP-3 Filing
Online filing of Form LLP-3 with all attachments, DSC affixation, RoC fee payment, and tracking till acknowledgement and master-data refresh.
5
Records & Closure
Update of partner register, statutory records, capital ledger, and circulation of executed copies to all partners with closure file.
Why Choose Us for LLP Agreement Filing
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Section 23 specialists
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Original & supplementary drafting
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State-wise stamp duty expertise
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Capital & profit-ratio remapping
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30-day filing assured
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Notarisation coordination
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Backdated compliance support
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End-to-end RoC liaison
FAQs on LLP Agreement and Changes
What is Section 23 of the LLP Act 2008?
It mandates filing of the LLP Agreement and every change thereto with the Registrar in the prescribed form.
Which form is used to file the LLP Agreement?
Form LLP-3 — filed online on the MCA portal.
What is the timeline for filing Form LLP-3?
Within 30 days of incorporation or 30 days of any subsequent change.
Is stamp duty payable on the LLP Agreement?
Yes — under the relevant State Stamp Act, typically based on capital contribution.
What if no LLP Agreement is filed?
The default provisions of Schedule I of the LLP Act 2008 will govern partner rights and duties.
Can the LLP Agreement be amended later?
Yes — through a supplementary LLP Agreement, executed on fresh stamp paper and filed in Form LLP-3.
Is a supplementary agreement mandatory for any change?
Yes — every change in agreement terms must be captured by a supplementary deed and disclosed to the RoC.
Who must sign the LLP Agreement?
All partners and designated partners, in the presence of two witnesses.
Is notarisation of the LLP Agreement mandatory?
Notarisation is not mandatory but is strongly recommended for evidentiary purposes.
What is the late filing fee for Form LLP-3?
₹100 per day of delay, with no upper cap, plus penalty under the LLP Act 2008.
Agreement Drafted. Stamped. Filed. Records Synced.
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.
Talk to an LLP Agreement Expert