Change in LLP Deed
Under a Limited Liability Partnership (LLP), two or more partners form a special partnership and have limited liabilities. It is registered as per the compliance and regulatory guidelines of the Ministry of Corporate Affairs (MCA). It is a document that governs the management, duties, and administration between the partners involved in the Limited Liability Partnership. This document is registered with the Registrar of Companies and after 30 days of incorporation, it is also registered with the MCA.
Things do not always work out between the partners of a company, or else there are times when the company is in either profit or loss. Due to some of the reasons the changes have to be made in an LLP.
What are the types of changes that can be done in the LLP Agreement
- Change the name and activity of LLP
- Change the contribution, right and duties of the LLP
- Do an Amendment in LLP Agreement
- Change in registered address, profit sharing ratio, contribution
- Winding up/shut down/dissolved/defunctioning of LLP
Causes for changing an LLP Agreement:
- Changes in the Business Activities
- The Contribution of Capital is changed by partners in LLP
- Adding Capital
- Reducing Capital
- Changing the ratio of capital contribution
- The Management Structure of Capital is changed
- The changing of terms and conditions for addition, resignation, expulsion or the retirement of the partner involved in LLP
- The rights and liabilities are modified in LLP
- Addition or reduction of the clause in LLP
Steps for Amendments in LLP: Before the registration and form filling process, some of the steps which need to be taken are as follows:
- The first step involves a meeting of the partners and taking consent of each one involved for the LLP. It is done by passing a resolution for the partners.
- To fulfil the requirement of the appointment along with filing with the MCA, the authorization is provided to one of the partners.
- After carrying out the above two steps, the execution of the LLP agreement is further done by the payment of stamp duty.
- The requirement of Stamp Duty
- The supplementary deed and LLP agreement validity
- The Signature needs to be done by the partners
- The attestation has to be done by at least two witnesses. Once the above-mentioned steps are completed successfully, the further steps to change the LLP Agreement are very easy to be completed.
The steps are as follows:
Step 1: Passing a resolution needs to be done for revising the LLP Agreement.
Step 2: Once the resolution is passed, within 30 days, form-3 has to be filed with the Registrar.
FAQ's Do you want to change LLP Name?
LLP can change its name by filling the following forms :
- Form 1 (Application for reservation or change of name) is required to be filled for name approval.
- After the name gets approved, applicant is required to file Form 5 (Notice for change of name) to intimate the registrar about the name change of LLP.
A company can intimate changes among designated partners’ or partners’ or change in any particulars of designated partners’ or partners’ of a LLP by filing Form 4 (Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/ designated partner) with Registrar.
In case LLP wants to change its registered office, intimation regarding the same has to be filed in Form 15 ( Notice for change of place of registered office).
LLP can change the LLP Agreement by filing Form 3 (Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein). However, in case change in LLP agreement is due to change in partners/ designated partner, Form 4 has to be filed along with Form 3.
In case you want to register a charge or make modification in registered charges or report repayment or satisfaction of registered charges, you need to file appendix to Form 8 (Statement of Account & Solvency) (Interim).
Do you want to change information of a Foreign LLP?
- A foreign LLP can change its information by filing Form 28 and Form 29.
- Form 28 is required when there is -
- • Alteration in the incorporation document, or other instrument constituting or defining the constitution of a limited liability partnership incorporated or registered outside India
- • Alteration in the registered or principal office of a limited liability partnership incorporated or registered outside India
- • Alteration in the partner or designated partner if any of a limited liability partnership incorporated or registered outside India
- Similarly, Form 29 is required to give notice in case of -
- (A) Alteration in the certificate of incorporation or registration of limited liability partnership incorporated or registered outside India
- (B) Alteration in the name or address of any of the persons authorized to accept service on behalf of a foreign limited liability partnership in India
- (C) Alteration in the principal place of business of foreign limited liability partnership in India
- (D) Cessation to have place of business in India.