The LLP Agreement is the foundational governance document of every Limited Liability Partnership — defining the rights, duties, profit-sharing ratios, capital contribution, decision-making framework, partner admission / exit terms, dispute resolution, and dissolution mechanics. Under Section 23 of the LLP Act 2008 read with Rule 21 of the LLP Rules 2009, the LLP agreement and any subsequent change to it must be intimated to the Registrar of Companies (ROC) by filing Form 3 — Information with regard to LLP agreement and changes, within 30 days of incorporation or change.
Form 3 is filed at two stages — (i) initial filing within 30 days of LLP incorporation with the original stamped LLP agreement, and (ii) supplementary filings on every subsequent change — addition / removal of partners, change in profit-sharing ratio, change in capital contribution, change in registered office, change in business activities, change in remuneration, change in dispute-resolution clauses, or any other governance modification. Each change requires an executed supplementary LLP agreement on appropriate state stamp paper, partner consent, and Form 3 e-filing on the MCA V3 portal. Our Form 3 services cover the full chain — drafting / vetting of LLP agreement and supplementary agreements, stamp-duty optimisation across states, partner consent / resolutions, Form 3 preparation, and downstream coordination with Form 4 (partner change), Form 11, and statutory registers.
First-time Form 3 filing within 30 days of LLP incorporation — drafting comprehensive LLP agreement, state stamp duty payment, partner execution, and ROC e-filing.
Change in profit / loss sharing ratio between partners — supplementary agreement, partner consent, stamp duty on supplementary, Form 3 within 30 days of execution.
Increase / decrease / restructure of partner contribution — supplementary agreement reflecting revised contribution, partner consent, stamp duty, and Form 3.
When registered office changes, the LLP agreement clause stating address must be amended — supplementary agreement + Form 3, alongside Form 15 for the office change itself.
Addition / deletion of business activities, NIC code changes, or pivot to new line of business — supplementary agreement, partner consent, stamp duty, and Form 3.
Where new partners are admitted or existing partners exit — Form 4 (partner change) plus Form 3 (supplementary agreement reflecting new partner / contribution / sharing) — paired filing.
Change in partners' meeting rules, voting rights, quorum, dispute-resolution clauses, exit / lock-in terms, non-compete — supplementary agreement, stamp duty, Form 3.
Where LLP agreement / supplementary was executed long ago but Form 3 was never filed — penalty quantification, ₹100/day uncapped late fee, and clean compliance reset.
Section 23 of the LLP Act 2008 — every LLP and its partners are bound by the LLP agreement; the agreement and every change must be intimated to the ROC in the prescribed form.
Rule 21 of the LLP Rules 2009 — prescribes Form 3 as the e-form for filing the LLP agreement (initial) and any change (supplementary), along with attached agreement.
Form 3 must be filed within 30 days from the date of incorporation (initial) or 30 days from the date of the change (supplementary) — strict statutory window.
LLP agreements and supplementary agreements attract stamp duty under the relevant State Stamp Act — rates vary across Maharashtra, Delhi, Karnataka, Tamil Nadu, etc.
For partner remuneration / interest to be tax-deductible under Sec 40(b), the LLP agreement must comply with Section 184 — terms, rate, and quantum spelt out clearly.
Like other LLP forms, late filing of Form 3 attracts a flat ₹100 per day with no upper cap — multi-year delays compound to lakhs of additional fees.
When change involves both partner changes and agreement changes, Form 4 (partner change) and Form 3 (agreement change) must be filed together within 30 days.
Form 3 must be digitally signed by a designated partner with valid Class 3 DSC and active DPIN; lapsed DPIN or DIR-3 KYC default blocks the filing entirely.
Drafting comprehensive LLP agreement at incorporation — capital, profit-sharing, decision-making, partner admission / exit, dispute resolution, lock-in / non-compete, and dissolution.
Drafting supplementary LLP agreements for every change — profit ratio, capital, partners, office, business activity, governance — on appropriate state stamp paper.
State-wise stamp-duty mapping for LLP agreements and supplementary agreements — Maharashtra, Karnataka, Delhi, Tamil Nadu, Telangana, Gujarat — for cost-efficient execution.
Drafting partner-remuneration / interest clauses to align with Sec 184 of the Income-Tax Act, ensuring deductibility under Sec 40(b) without disallowance risk.
Drafting partner-consent letters / resolutions, coordinating execution on stamp paper, witness attestation, and notarisation where required.
End-to-end Form 3 preparation on MCA V3 web portal — pre-fill verification, agreement attachment, partner declarations, designated-partner DSC, fee payment, and SRN closure.
Where partner change and agreement change happen together — coordinated Form 3 + Form 4 filing within 30 days, sequencing, and document alignment.
Late Form 3 filings where supplementary agreement was executed long ago — penalty quantification, additional-fee payment, reconstructed records, compliance reset.
For LLPs with foreign partners — agreement clauses aligned with FDI sectoral cap, FCGPR for capital contribution, and FEMA-compliant exit / lock-in terms.
Where multiple supplementary agreements have accumulated — drafting a fully restated LLP agreement consolidating all changes, single stamp duty, single Form 3 filing.
Strong drafting of dispute-resolution, deadlock, partner-exit, drag-along / tag-along, and arbitration clauses — critical for dispute prevention and resolution efficiency.
Post Form 3 approval — updates to LLP statutory registers, partner ledger, profit-share register, capital register, and MCA portal master alignment.
Fresh LLP — initial Form 3 with the original LLP agreement on stamp paper must be filed within 30 days of incorporation; no extension available.
Partners restructuring profit / loss sharing ratios for performance, equity, or strategic reasons — supplementary agreement and Form 3.
Onboarding a new partner / designated partner — paired Form 3 (agreement) + Form 4 (partner) filing within 30 days.
Existing partner contributing more, new partner contributing in, or capital being returned — supplementary agreement and Form 3.
Registered office shift (paired with Form 15) or change in business activity / NIC code — supplementary agreement clause, Form 3.
Change in partner-remuneration / interest terms — must align with Sec 184 of IT Act for deductibility under Sec 40(b).
LLP agreement / supplementary executed years ago but Form 3 never filed — ₹100/day uncapped penalty has compounded; urgent regularisation needed.
Multiple supplementary agreements over the years — consolidated restated agreement for clarity, with single Form 3 filing.
Identify trigger (initial / supplementary), draft LLP / supplementary agreement, stamp-duty mapping, and timeline + cost estimate.
State stamp paper, partner execution, witness attestation, notarisation where needed, and certified true copy preparation.
Form 3 preparation on MCA V3, agreement attachment, designated-partner declarations, DSC affixation, and fee calculation.
Form 3 e-filing, fee payment, SRN tracking, and ROC query handling (if any) until approval.
Approved Form 3 download, statutory registers refreshed, MCA master updated, and downstream Form 4 / Form 11 / Form 15 alignment.
Partner with our LLP compliance specialists for end-to-end Form 3 filing — agreement drafting, stamp duty, partner consent, and on-time MCA V3 SRN closure for FY 2026–27.
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