According to the consent of Partners

First step for amendment of LLP Agreement is to get the assent of the Partners of the LLP. The consent shall be accorded by way of passing a resolution at the meeting of the Partners conducted.

Authorisation to Designated Partner

At the meeting conducted, authorisation to one of the designated partner shall be provided in order to take necessary steps to fulfill the requirement of appointment of professional and filing of application with the MCA.

Execution of Supplementary LLP Agreement

The LLP Agreement of the LLP can be amended after registration of LLP in India by way of entering into Supplementary Deed of the LLP. Execution of the Supplementary Deed shall be made by way of payment of stamp duty as applicable.

Requirement of Stamp Duty

Where the change of Agreement is caused due to addition of Capital Contribution in the Limited Liability Partnership (LLP), the payment of stamp duty shall be made as required by the concerned State Stamp Act. The Stamp Duty payable on the LLP Agreement varies based on the State Stamp Act. The Stamp Act of the State where the Registered Office of the LLP is situated will be attracted to decide the amount of stamp duty payable.

Where the change of LLP Agreement does not include the change of Capital, the Supplementary Deed shall be executed by payment of Rs 100 towards the Stamp Duty.

Validity of the Supplementary Deed and LLP Agreement

The Supplementary Deed will remain in force till the validity of the LLP Agreement of the Limited Liability Partnership.

The terms and conditions prescribed in the original LLP Agreement will continue to be in force until and unless any of them is altered or expressly excluded by the Supplementary Agreement.

Signature of Partners

The parties involved in the Agreement shall put signatures at the respective place provided in the Supplementary deed to the LLP Agreement along with the initials on rest of the pages.

Attestation by Witnesses

The Supplementary Deed to the LLP Agreement shall be attested by at least two witnesses to the Agreement. Here, the witnesses to the Agreement can be any individual other than the Parties to the Supplementary Agreement.

Filing of Application with MCA

An Application for approval of the Supplementary Deed of LLP shall be filed in LLP Form 3 by payment of fee prescribed on portal assigned for filing. The application shall be filed after affixing the Digital Signature Certificates (DSC) of the Designated Partner (as authorised in this regards by passing the resolution) and Practising Professional such as Company Secretary or Chartered Accountant.

Attachments

Below listed documents which shall accompany the application to be made for change of LLP Agreement:

• Original LLP Agreement;
• Supplementary Deed to LLP Agreement;
• Resolution passed in the meeting of Partners; and
• Any other document(s) as may be required.
• The application in form prescribed above shall be filed within 30 days of the execution of the Supplementary LLP Agreement. On failure of filing the e-form within 30 days of the execution, the penalty of Rs 100 will be levied for each day of delay.

When the changes in LLP Agreement will be effective?

The changes to be caused by the Supplementary LLP Agreement shall be effective only after receipt of approval from MCA for the application filed in this regards. However, on approval of application, the changes will be effective since the date of execution or effective date of change(s)