Change of Designated
Partners in LLP
Business relationships evolve. Whether you are adding a new designated partner to expand your LLP or processing a resignation, the LLP Agreement and MCA records must be officially updated.
Legal Framework
An LLP must have at least two Designated Partners, and at least one of them must be a resident of India. Any change in the partners—whether by admission, resignation, death, or expulsion—requires an amendment to the LLP Agreement and strict statutory filings with the Registrar of Companies (ROC).
Process of Changing Partners
The process of adding or removing a partner involves obtaining consent, drafting supplemental agreements, and filing specific electronic forms.
Resolution & Consent
Pass a resolution in a meeting of partners approving the admission or resignation. If a partner is being added, obtain their written consent (Form 9) to act as a designated partner.
Draft Supplementary LLP Agreement
The original LLP Agreement must be modified to reflect the change in capital contribution, profit-sharing ratio, and roles. This supplementary agreement must be executed on stamp paper of appropriate value.
Filing Form 4 (Notice of Change)
Form 4 must be filed with the ROC within 30 days of the change. This notifies the government of the appointment, cessation, or change in name/address of the partner.
Filing Form 3 (Agreement Change)
Form 3, which contains information regarding the amended LLP Agreement, must be filed within 30 days of executing the supplementary agreement.
Documents Required
For Addition
- PAN Card & Aadhaar
- Proof of Address
- Form 9 (Consent to act)
- Digital Signature (DSC)
For Resignation
- Resignation Letter
- Proof of delivery to LLP
- Resolution accepting resignation
Note on Form 4 (Resignation): A resigning partner can directly file Form 4 if they have reason to believe the LLP will not file it. They must attach proof of having sent the resignation letter to the LLP.
Quick Docket
- Mandatory Forms Form 3 & 4
- Timeline 30 Days
- Agreement Needs Modification
Warning
Delaying Form 3 and 4 beyond 30 days incurs a penalty of ₹100 per day.