Change LLP Agreement


The Limited Liability Partnership Agreement is the most vital document of the LLP, just like the Memorandum of Association and Articles of Association for a company. It determines the extent and scope of the LLP's operations along with the rights and duties of the partners. An LLP Agreement carries information regarding the partners, capital contribution, profit sharing ratio, meetings, dispute resolution mechanism, closure of the firm, etc. There may be situations where the LLP Agreement needs to be changed, for instance, change in capital contribution, change of business activities of LLP, change in the addition or deletion of any partner, etc.

To make alterations in the LLP Agreement, you have to pass a resolution approving the change in the LLP Agreement. The second step is to file the required Form with the Registrar within 30 days of the amendment in the agreement. However, in case a change in LLP agreement is due to a change in partners/designated partner some additional form is required to be filed.

The LLP Agreement is altered in the following routine purposes:

General Changes regarding the Agreement

Change in Object of the LLP

Change of registered office from the jurisdiction one ROC to others

Change in the name of the LLP

Change of registered office of LLP within the jurisdiction of ROC.

Change of registered office from one state to another state.

Change in the profit and loss sharing ratio of the LLP

Transmission of Rights of LLP in the case of Death of Partner.

Introduction of New Partner in LLP

Sale of LLP to completely new set of person

Resignation or Removal of a Partner of LLP


Procedure of LLP Agreement

LLP Agreement

It is necessary to know about the current LLP Agreement to effectively alter such an Agreement. Generally, partners' consent required for effecting change.

Partners Approval

File web based Form RUN for approval & Partner's consent in writing or resolution passed at the meeting of partners is most important. Procedures provided in the LLP agreement should be complied with.

Execution of Supplemental Agreement

After obtaining a partner's consent a Supplemental LLP Agreement is required to be executed on stamp paper having proper value.

ROC Filing

A required e-Form must be filed with ROC after the execution of the Supplemental LLP Agreement. In addition to that if there addition of partner then one additional form must be filed.

Documents Required For LLP AGREEMENT

Following Documents required in abovementioned eForm

Original / Initial LLP Agreement

Supplemental LLP Agreement

Consent of Designated Partner, if required

Copy of resolution passed at meeting of partners

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