Changing an LLP agreement, explained
The LLP agreement is the contract between the partners. Any change to it, whether to the contribution, the profit-sharing ratio, the nature of the business, or the rights and duties of the partners, is made by a supplementary agreement approved as the agreement requires. A change in the place of the registered office is a separate filing in Form 15, and a change of name is filed in Form 5.
Section 23(2) of the LLP Act, 2008 and Rule 21 of the LLP Rules, 2009 require the agreement and any change in it to be filed in Form 3 within 30 days of the change. Where a partner is admitted, ceases, changes designation, or changes name or address, Form 4 is also due within 30 days under section 25(2).
The supplementary deed is stamped under the stamp law of the state where the LLP is registered, usually by reference to the contribution. There is no central rate, so we confirm your state's figure before the deed is signed.
| Term | What it means |
|---|---|
| Form 3 | The filing that reports the LLP agreement, and any change in it, to the Registrar. Due within 30 days. Fee by contribution slab. |
| Form 4 | The notice of a change in partners or designated partners, including a change of name or address. Due within 30 days. |
| Designated partner | The partner who carries statutory responsibility under the LLP Act and is liable for penalties in default. Every LLP needs at least two, with at least one resident in India. |
Which change triggers which form
Not every change to an LLP is a Form 3 change. Match the change to the form before you draft anything.
| What is changing | Supplementary agreement needed? | MCA form | Time limit |
|---|---|---|---|
| Contribution of one or more partners | Yes | Form 3 (and Form 4 if partner details change) | 30 days |
| Profit-sharing ratio | Yes | Form 3 | 30 days |
| Nature of the business, or adding an activity | Yes | Form 3 | 30 days |
| Rights, duties, management or decision rules | Yes | Form 3 | 30 days |
| Admission of a partner | Yes | Form 4, then Form 3 | 30 days each |
| A partner ceasing, by retirement or otherwise | Yes | Form 4, then Form 3 | 30 days each |
| A partner becoming or ceasing to be a designated partner | Yes, if the agreement names designated partners | Form 4, then Form 3 | 30 days each |
| Change in a partner's name or address | Only if the agreement recites it | Form 4 | 30 days |
| Change of LLP name | Only if the agreement recites the name | Form 5 | 30 days |
| Change in the place of the registered office | Only if the agreement recites the address | Form 15 | 30 days |
Where two forms apply, the partner change usually goes first and the amended agreement follows, so that the Form 3 filing matches the partners the register shows. We confirm the order for your case before filing.
What a supplementary LLP agreement actually contains
A supplementary agreement is a short deed that amends the original agreement. It does not replace it. A workable one runs to two or three pages and contains:
- Recitals. The LLP's name and LLPIN, the date of the original agreement, and the date of every earlier supplementary agreement, in order. Missing an intermediate deed is the most common defect we find.
- The effective date of the change, which is the date the 30-day Form 3 clock starts from.
- The clause being amended, quoted, and the clause as amended. Amend by substitution, not by describing the change.
- Consequential schedules. A revised contribution and profit-sharing schedule where those change, signed by all partners.
- Confirmation that the rest of the original agreement, as previously amended, continues unchanged.
- Execution by all partners, on stamp paper of the correct value for your state, with witnesses as your state requires.
Check your own agreement's amendment clause for the consent needed. Where the agreement is silent, the First Schedule to the LLP Act applies by default, and a change in the nature of the LLP's business needs the consent of all partners.
An unstamped or under-stamped deed is a real problem, not a formality. It surfaces when a bank, an investor or the other partners ask to see the current agreement.
How the work runs, step by step
- We read what exists. Your original agreement and every earlier supplementary deed, so the recitals and the clause numbering are right.
- We confirm the forms and the stamp duty for your state and your contribution slab, in writing, before anything is drafted.
- We draft the supplementary agreement and the partners' resolution, and tell you the stamp value to buy.
- You execute the deed. All partners sign, with witnesses where your state requires them.
- We file. Form 3, and Form 4 for any partner change, with the Registrar within 30 days of the change.
Send your documents by email or WhatsApp. We read your existing agreement and every earlier supplementary deed before drafting anything.
Fees
Our professional fee for a change in the LLP agreement is ₹1,999. The MCA fee goes by the LLP's total contribution.
Professional fee
| Service | Regikart fee |
|---|---|
| Supplementary agreement drafting, partners' resolution, Form 3 filing | ₹1,999 |
| Add a designated partner, including Form 4 | From ₹1,999 (see add a designated partner) |
Government fee (Form 3 and Form 4, by total contribution)
| Total contribution of the LLP | Normal fee per form |
|---|---|
| Up to ₹1,00,000 | ₹50 |
| Above ₹1,00,000 and up to ₹5,00,000 | ₹100 |
| Above ₹5,00,000 and up to ₹10,00,000 | ₹150 |
| Above ₹10,00,000 | ₹200 |
Where the amendment changes the contribution, the slab is read on the revised figure. Stamp duty on the supplementary agreement is charged by your state under its own stamp law, usually scaled to contribution. There is no central rate, and we confirm your state's figure before the deed is executed.
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
If Form 3 or Form 4 is filed late
LLP additional fees are multiples of the normal fee, not a daily charge. The multiple depends on the delay and on whether you are a small LLP.
| Delay after the 30-day due date | Small LLP | Any other LLP |
|---|---|---|
| Up to 15 days | 1 × normal fee | 1 × normal fee |
| More than 15 and up to 30 days | 2 × | 4 × |
| More than 30 and up to 60 days | 4 × | 8 × |
| More than 60 and up to 90 days | 6 × | 12 × |
| More than 90 and up to 180 days | 10 × | 20 × |
| More than 180 and up to 360 days | 15 × | 30 × |
| Beyond 360 days | 25 × | 50 × |
These multiples came in from 1 April 2022 under the LLP (Amendment) Rules, 2022. A small LLP is one with contribution of up to ₹25,00,000 and turnover of up to ₹40,00,000.
LLPs that never filed Form 3 at all
Some LLPs have no agreement on the MCA record. Form 3 is due within 30 days of incorporation, and where it was never filed the First Schedule to the LLP Act governs the partners by default: equal profit sharing, decisions by a majority in number, and no provision for what happens when a partner leaves.
If that describes your LLP, adopt an agreement now, stamp it, and file Form 3 with the additional fee. It is cheaper than the dispute it prevents, and banks and investors ask for the agreement long before anyone else does. See our LLP registration page for what a first agreement should cover, and the compliance calendar for the Form 8 and Form 11 dates.
Documents you will need
- The original LLP agreement and every earlier supplementary agreement
- Certificate of incorporation and the LLPIN
- Details of the change, with the revised contribution or profit-sharing schedule where those move
- PAN and address proof of any incoming partner
- Consent and resignation letters, where partners are being admitted or are ceasing
- Digital signature of a designated partner for the filing
Not sure which forms your change triggers? Send us the existing agreement and tell us what is changing. We will list the forms, the deadlines and the cost.