Changes in LLP Agreement

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Basic Facts on Changes in LLP Agreement

What are the types of changes that can be done in the LLP Agreement?

Change the name and activity of LLP
Change the contribution, rights 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
Changes in the Business Activities
Partners in LLP change the Contribution of Capital
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 making Amendments in LLP

Before the registration and form-filling process, some of the steps which need to be taken are as follows:

Step 1

The first step involves a meeting of the partners and taking the consent of each one involved for the LLP. It is done by passing a resolution for the partners.

Step 2

To fulfil the appointment requirement along with filing with the MCA, the authorisation is provided to one of the partners.

Step 3

After carrying out the above two steps, the execution of the LLP agreement is further done by the payment of stamp duty.

Step 4

The requirement of Stamp Duty.

Step 5

The supplementary deed and LLP agreement validity.

Step 6

The Signature needs to be done by the partners.

Step 7

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.

Step 1

A resolution must be passed to revise the LLP Agreement.

Step 2

Once the resolution is passed, within 30 days, form-3 has to be filed with the Registrar.

The details to be filled in Form-3 are:

Modification date of the LLP agreement.
The reason in whose accounts the changes have to be made:
- Changing the business
- Changing partners
- The change in the ratio of profit/loss between the partners.
- Changing the other important details, including:
  - The duties and rights of the company/ partners.
  - Restricting the authority of partner(s).
  - Changing the management or the administration of the partners or altering the procedure of conducting meetings.
  - Indemnity Clause details.
  - Changing several details that are related to partners and are as follows:
    - Retirement
    - Expulsion
    - Termination
    - Resignation
    - Admission

Resolving the disputes between:

Partners
Partners and the LLP

Other clauses that are related to LLP

The business activity details after the amendments are done.
As per NIC-2004, the main division of industrial activities.
Details regarding the partners’ shares (both profit/loss) after the amendment.

Documents to be filed with Form-3:

The LLP before amendments.
The LLP after amendments is done.
Other relevant and important documents.

Step 3:

Form-3 and Form-4 are required to change the designated partner. Form-4 must be filed to change address, name, designation, etc.

Documents to be filed with Form-4:

Document with the consent of the partner.
The proof of termination.
The proof for changing the name or an affidavit for the same.
In case the designated partner is a company, a resolution has to be given by the company to become a partner with LLP.
An authorisation letter also needs to be submitted mentioning the name and address of the person nominated as the representative/partner.

The changes made in the LLP agreement are only applied and completed once approved by the Ministry of Corporate Affairs (MCA).
The LLP agreement can be downloaded from the Ministry of Corporate Affairs (MCA) website. The e-form can be downloaded, filled and further submitted, or else it can also directly be filled online by using the digital signature certificate method.
In the case of offline filling, the scanned document can be uploaded directly to the portal.

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