LLP Partner Change Procedure in India – Forms LLP-3 & LLP-4 with Draft Documents
LLP Partner Change Procedure in India – Complete Guide with Draft Documents (LLP-3 & LLP-4)
- LLP partner change procedure
- LLP Partner Change Procedure in India – Complete Guide with Draft Documents (LLP-3 & LLP-4)
- LLP partner change procedure
Changing partners in a Limited Liability Partnership (LLP) is a mandatory statutory compliance under the Limited Liability Partnership Act, 2008. Any addition, resignation, removal, or change in profit-sharing of partners or designated partners must be properly documented and filed with the Registrar of LLP (ROC).
This guide explains the complete LLP partner change procedure, applicable ROC forms, timelines, and provides ready-to-use draft documents required for Form LLP-3 and Form LLP-4.
What Is LLP Partner Change?
LLP partner change refers to any of the following events:
- Admission of a new Partner
- Appointment of a new Designated Partner
- Resignation of an existing Partner
- Removal or cessation of Partner
- Change in capital contribution
- Change in profit-sharing ratio
- Conversion of Partner into Designated Partner
Each of these changes requires statutory filing with ROC.
Forms Applicable for LLP Partner Change
| ROC Form | Purpose | Time Limit |
|---|---|---|
| Form LLP-4 | Appointment / resignation / cessation of partner | Within 30 days |
| Form LLP-3 | Amendment of LLP Agreement | Within 30 days |
LLP Partner Change Procedure – Step by Step
Step 1: Obtain Written Consent / Resignation
- Consent letter from incoming partner
- Resignation or cessation letter from outgoing partner
Step 2: Pass Partner / Designated Partner Resolution
Resolution must approve:
- Acceptance of resignation / cessation
- Admission of new partner
- Revised contribution & profit ratio
- Authorization to file ROC forms
Step 3: Execute Supplementary LLP Agreement
A supplementary agreement is mandatory to:
- Record partner changes
- Update capital contribution
- Revise profit-sharing ratio
- Mention effective date
Step 4: File Form LLP-4
File LLP-4 to inform ROC about:
- Appointment / resignation
- Date of change
- Partner details
Attachments include:
- Consent / resignation letters
- Resolution copy
Step 5: File Form LLP-3
File LLP-3 to upload:
- Supplementary LLP Agreement
- Revised partner structure
Documents Required for Form LLP-4
- Consent to act as Partner / Designated Partner
- Resignation Letter or Notice of Cessation
- Consent of Ceased Partner (recommended)
- Certified True Copy of Resolution
Documents Required for Form LLP-3
- Supplementary LLP Agreement
- Revised contribution & profit-sharing table
READY-TO-USE DRAFT DOCUMENTS
Draft 1: Consent to Act as Designated Partner
ToThe LLP[LLP NAME][REGISTERED OFFICE ADDRESS]
Subject: Consent to act as Designated Partner
I, [NAME OF PARTNER], hereby give my consent to act as a Designated Partner of the LLP pursuant to Section 7(3) of the Limited Liability Partnership Act, 2008.
Particulars:
- DIN/DPIN: __________
- PAN: __________
- Father’s Name: __________
- Residential Address: __________
- Email ID: __________
I confirm that I am not disqualified to act as Designated Partner.
Date: __________Place: __________
Signature[NAME]DIN/DPIN: __________
Draft 2: Resignation Letter by Partner
ToThe LLP[LLP NAME]
Subject: Resignation from LLP
I, [NAME OF PARTNER], hereby tender my resignation as Partner / Designated Partner of the LLP with effect from [EFFECTIVE DATE], in accordance with the LLP Agreement.
Kindly arrange to file the necessary forms with the Registrar of LLP.
Signature[NAME]DIN/DPIN: __________Date: __________
Draft 3: Consent of Ceased Partner
I, [NAME OF PARTNER], hereby give my consent for my removal / cessation as Partner of the LLP with effect from [DATE], and confirm that I have no objection to statutory filings.
Signature[NAME]DIN/DPIN: __________Date: __________
Draft 4: Resolution for LLP Partner Change
CERTIFIED TRUE COPY OF RESOLUTION
RESOLVED THAT the resignation / cessation of [NAME OF PARTNER] be and is hereby accepted with effect from [DATE].
RESOLVED FURTHER THAT [NAME OF NEW PARTNER] be admitted as Partner / Designated Partner with capital contribution of ₹_____ and profit-sharing ratio of _____%.
RESOLVED FURTHER THAT [AUTHORIZED PARTNER NAME] be authorised to file Form LLP-3 and LLP-4 and do all acts necessary.
Draft 5: Supplementary LLP Agreement
This Supplementary LLP Agreement is executed on [DATE] to amend the LLP Agreement of [LLP NAME].
Key Clauses:
- Cessation:[NAME] ceases to be Partner w.e.f. [DATE]
- Admission:[NAME] is admitted as Partner w.e.f. [DATE]
- Revised Contribution & Profit Sharing
| Partner Name | Contribution (₹) | Profit Share (%) |
|---|---|---|
| Partner A | ₹_____ | ___% |
| Partner B | ₹_____ | ___% |
All other terms of the original LLP Agreement remain unchanged.
Common Mistakes in LLP Partner Change
- Filing LLP-3 without executing supplementary agreement
- Delay beyond 30 days
- Mismatch in effective dates
- Incorrect profit-sharing ratio
- Missing resolution attachment
Frequently Asked Questions (FAQs)
Is LLP-3 mandatory after partner change?
Yes. Any change in partners requires amendment of LLP Agreement through Form LLP-3.
Can LLP partner change be done without agreement?
No. Supplementary LLP Agreement is mandatory.
Is consent of ceased partner compulsory?
Not mandatory, but strongly recommended for dispute-free compliance.
Can LLP change partner anytime?
Yes, subject to LLP Agreement terms and ROC filings.
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