Change in Business

Agreement of the Limited Liability Partnership (LLP) is its charter, similar to Memorandum of Association and Articles of Association of a company. In the agreement, nature of business activities, rights, duties, and obligations of partners are mentioned. Altering the agreement is straightforward.

Reasons to Change

1) Change of Business Activities of the LLP

2) Change of any of the clause of the LLP Agreement

3) Change of Capital Contribution by the Partners in the LLP

1) Addition of capital in LLP

2) Reduction in capital of LLP

3) Change in ratio of capital introduced by the Partner(s)

4) Change in Management structure of the LLP

5) Change of terms or conditions for

1) Addition of Partner

2) Appointment of Partner

3) Expulsion of Partner

4) Retirement of Partner; or/and

5) Resignation of Partner

6) Change in Profit (loss) sharing ratio of the Partner(s)

7) Modification of any rights and liabilities of the Partner in the LLP

8) Change of duration of LLP where the LLP is incorporated for specified period of time

9) Any other change whether addition, alteration or deletion of clause in the LLP Agreement.


1) Accord consent of Partners

2) Authorisation to Designated Partner

3) Execution of Supplementary LLP Agreement

4) Filing of Application with MCA

Step1- A resolution needs to be passed to revise the LLP agreement.

Step2- Form 3 is to be filed with the Registrar within 30 days of passing the resolution.

Details to be filled in Form 3

I) Date of modification in the agreement

II) Reason of change whether the change is on account of:

a) Change in business activities

b) Change in partner(s)

c) Change in partners contribution and percentage of profit sharing

d) Change in any other relevant details like

1) Rights and duties of partners

2) Restrictions on the authority of partners

3) Management and administration of LLP

1) Acts that can be done only with the consent of all the partners/ consent of a specific number or percentage of partners

2) Procedure of calling, holding and conducting meetings

4) Details of indemnity clause

5) In relation to partner(s), details of agreement related to

6) Admission

7) Retirement

8) Cessation

9) Expulsion and

10) Resignation

11) Resolution of disputes between

1) The partners

2) The partner and the LLP

12) Duration of the LLP

13) Voluntary winding up

14) Any other clauses related to the LLP agreement

III) Details of business activities after change.

IV) Main division of industrial activity as per NIC-2004 (based on changed business activities)

V) Details of partners contribution and profit sharing ratio after change in the LLP agreement.

1) Type of change (deletion/ change)

2) Details of each partner (DPIN/ PAN), amount of contribution and percentage of profit sharing

3) Total amount of contributions after the changes in the LLP agreement

Documents to be attached with Form 3

1) Initial LLP agreement

2) Changed LLP agreement

3) Any other document(s)


1) Important Clauses in an LLP Agreement

An LLP agreement:

States partners roles as well as responsibilities.

It also lays down the rights of the partners.

2) Fee for Change in LLP Agreement

The government fee for changing the LLP agreement starts from Rs. 50 and goes up to Rs. 200. The professional fee starts from 4999 INR and varies as per your needs.

3) Timeline for Change in LLP Agreement

The entire process can take anywhere between 4 to 30 business days. This is because the time for passing the resolution may vary from one LLP to another. Further, it will take even more time if the partners make a delay in intimating the registrar.