An LLP agreement does not stay the same forever. A new partner joins, profit sharing changes, or the office moves, and the agreement has to catch up. This guide walks you through the full process to change LLP agreement details: the forms, the stamp duty, the fees, and the 30-day deadline you cannot afford to miss.
We have filed these amendments for LLPs across almost every state, from a simple profit-ratio tweak to a full partner reshuffle. Most of the mistakes we see are avoidable once you know what the Registrar actually checks.
An LLP Agreement is a written contract between the partners of a Limited Liability Partnership. It sets out each partner's rights, duties, profit share, capital contribution, and decision-making powers. Think of it as the LLP's version of a company's Articles of Association.
Section 23 of the LLP Act, 2008 makes this agreement the LLP's core rulebook. No written agreement, or a gap in one, and the default rules in the Act's First Schedule kick in instead. Those default rules rarely fit how a real business actually runs, which is why most LLPs write a proper agreement and keep it current.
Any change to it has to be signed by all partners and reported to the RoC. Skip that step and your LLP's paper trail stops matching reality. Banks, investors, and tender boards check this, and a mismatch can slow down or even sink a deal.
These events usually call for a formal amendment:
If your situation is specifically about bringing in or removing a partner, see our detailed guide on how to add or remove a partner in an LLP for the partner-specific documentation.
Supplementary LLP Agreement This adds or edits a few clauses and leaves the rest of the original agreement untouched. It is the most common route, used for a single change like a new partner or a revised profit ratio.
Restated LLP Agreement This replaces the entire document with a fresh version. LLPs go this route when several clauses change at once, or when the old agreement is messy and needs a clean rewrite. Either way, it goes on stamp paper and gets filed through Form 3.
Pass a resolution approving the change, draft a supplementary or restated agreement on stamp paper, get every partner to sign it, then file Form 3 with the Registrar within 30 days of execution.
Step 1: Check the amendment clause Look at your existing agreement first. Does it allow this change? Does it need every partner's sign-off, or just a majority?
Step 2: Pass a resolution Call a partners' meeting and pass a resolution for the specific change. Get it into the minutes.
Step 3: Draft the amendment Write out which clause is changing, what the new terms are, and when they take effect.
Step 4: Pay stamp duty and sign Print it on non-judicial stamp paper for the correct value in your state, and get every partner's signature. Delhi and UP also require notarization.
Step 5: File Form 3 Upload Form 3 on the MCA V3 portal within 30 days, along with a scan of the signed, stamped agreement.
Step 6: Pay the fee and wait for approval The fee depends on your LLP's total contribution. Once the Registrar clears the form, the change is on record.
Not incorporated yet? Start with our LLP registration guide to see how the first agreement gets filed through FiLLiP.
Form 3 always applies. Depending on what changed, one more form may be needed:
Form 3: The main amendment form File this within 30 days of any change to the LLP agreement, along with the signed agreement copy.
Form 4: Partner or designated partner changes Needed when a partner joins, exits, or changes name, address, or designation. Goes in with Form 3, within 30 days. Fee runs Rs. 50 to Rs. 200 based on the LLP's contribution.
Form 5: Name change Only for a name change, and only after the new name is reserved on the MCA portal.
Form 15: Registered office change File this within 30 days of moving your registered office, in addition to updating the agreement.
Moving offices specifically? Read our guide on changing the registered office of an LLP.
Every supplementary or restated agreement goes on non-judicial stamp paper. Each state sets its own rate, usually tied to the LLP's capital contribution, so Rajasthan, Maharashtra, and Delhi will not charge the same amount.
Get the amount wrong and two things can happen. The agreement stops holding up as evidence in court. And once revenue officials spot the shortfall, they can fine you up to 10 times the gap. Check the current rate before you print the stamp paper.
Miss the 30-day window and Form 3 attracts a fine of Rs. 100 per day, with no cap under the LLP Act. Your MCA records also stop matching your actual partnership, which shows up during loan checks, investor due diligence, and tender applications.
There is no ceiling on this fine, so a few months of delay can add up fast. And it is not just the money. A stale agreement means your MCA record and your actual business no longer match, and that gap tends to surface at the worst time: during Form 11 or Form 8 filing, or a bank asking to see your latest partnership terms.
An outdated agreement usually gets caught during your annual return and Form 11 filing. Better to fix it now than at year-end.
This looks simple on paper, but a wrong stamp value, a missed Form 4, or a sloppy effective date can get the whole thing rejected, or worse, cause a dispute between partners down the line. We have drafted these for manufacturing, consulting, and e-commerce LLPs, and we check your state's stamp rule before anything gets filed.
We also read through your existing agreement first. No point patching a document that has bigger gaps. If you are not sure whether you need a supplementary agreement or a full rewrite, tell us the situation and we will tell you which one, before you spend on stamp paper.
Thinking about a bigger change, like moving to a private limited company? Our guide on converting an LLP to a Private Limited Company compares both paths.
Yes, if the existing agreement includes a clause allowing changes by majority approval. Otherwise, unanimous consent of all partners is required.
There is no legal limit on the number of amendments. Partners can update the agreement as many times as the business requires, provided each change is properly filed.
Form 3 must be filed within 30 days of the date the supplementary or restated agreement is executed.
It depends on the state. Some states, including Delhi and Uttar Pradesh, require notarization, while others do not. Check your state's stamp act before executing the deed.
The change is effective from the date of execution or the stated effective date, but it only becomes legally recognized against third parties once the Registrar approves the Form 3 filing.
No. Form 3 covers general agreement changes. A name change specifically requires Form 5, and the new name must be reserved with the MCA first.
The penalty is Rs. 100 for every day of default, with no maximum cap under the LLP Act, 2008.
Yes. All existing partners, and any new partner being admitted, must sign the supplementary or restated agreement for it to be valid.
No. The LLP agreement itself is not publicly viewable on the MCA portal. Only limited details, such as the LLP's name and contribution, are reflected in public records.
Yes. While not mandatory, engaging a CA, CS, or legal professional reduces the risk of drafting errors, incorrect stamp duty, or rejected filings.
Get this right the first time and you skip the penalties, the rejected forms, and the arguments between partners later. If you want help drafting the amendment or filing Form 3, our compliance team can take it off your plate.