Change in LLP Agreement

The LLP agreement is the charter of the any LLP and it’s similar to the MOA & AOA of the company.

The LLP agreement is the charter of the any LLP and it’s similar to the MOA & AOA of the company. In the LLP agreement contained the nature of business activity, rights, duties and obligation of the partners.

Which type of change can be done in LLP Agreement?

  • Change the activity of the LLP
  • Change the name of the LLP
  • Change the contribution
  • Change the right, duties of the LLP
  • Other amendment
  • Amendment in LLP Agreement
  • Partner Change
  • Registered Address Change
  • Change in Profit Sharing Ratio
  • Change in Contribution
  • Wind up/ Shut down/ Dissolved/ defunct of LLP
  • Other

Procedure to Change the LLP Agreement

  • A resolution passed by the partners for amendment in the LLP agreement. First the proposed amendments agreements
    pass by all the partners with subject to the previous agreement.
  • Execute the supplement agreement: After passing the amendment resolution the supplement agreement prepared in
    stamp paper and sign by all the partners.
  • Form 3 should be file to ROC within 30 days after passing the resolution.

Documents Required

  • Consent of Partners
  • Evidence of Cessation
  • Original Agreement
  • Affidavit
  • If the partner or a designated partner is a company, copy of resolution of the company to become partner in LLP
  • Copy of resolution/ authorization letter mentioning name and address of individual nominated as representative nominee/ partner.


The stamp duty applicable for Partnership Agreements under the respective State Stamp Acts is payable on the LLP Agreement on the basis of contribution.
The minimum / mandatory clauses to be incorporated in an LLP Agreement are as follows:-
  • Name, date and place of agreement
  • Address of Registered office
  • Business to be carried on by the LLP
  • Details of partners and designated partners of the LLP
  • Powers of designated partners, which they can exercise on their own, in compliance with the provisions of LLP Act, 2008 or LLP Rules, 2009.
  • Powers of designated partners, which they can exercise with the consent of all or requisite number of partners.
  • Obligations of partners towards contribution, individually and total monetary contribution.
  • Powers, duties and authorities of each partner.
  • Mutual rights and duties of partners.
  • Mutual rights and duties of LLP and partners.
  • Restrictions on partners’ authority
The mutual rights and duties of partners inter se and those of the LLP and its partners shall be governed by the agreement between partners or between the LLP and the partners. This Agreement would be known as “LLP Agreement”.
As per provisions of the LLP Act, in the absence of any LLP agreement, the mutual rights and liabilities shall be as provided for under Schedule I to the Act. Therefore, in case any LLP proposes to exclude provisions/requirements of Schedule I to the Act, it would have to enter into an LLP Agreement, specifically excluding applicability of any or all paragraphs of Schedule