A guide to changing an LLP agreement




This document outlines the nature of business activities, the rights, duties, and obligations of all partners in the Limited Liability Partnership. It is similar to the Memorandum and Articles of Association of a company.

The process of changing an LLP agreement is very straightforward.

Step 1– In order to revise the change in LLP agreement, a resolution needs to be passed.


Step 2 –As soon as the resolution is passed, Form 3 must be filed with the Registrar.


Form 3 details to be filled out


1. The date on which the agreement was modified


2. Changing reasons - the reasons for the change include:


  • Activity changes in the business

  • The change of a partner

  • A change in the percentage of profits shared and the partner's contribution

  • Other relevant details to change, such as:

  • Involvement of partners and their rights

1. Involvement of partners and their right 

2. Limitations on the authority of partners 

3. LLP administration and management

  • All partners must consent to the act, or a specific number or percentage of partners must consent to the act

  • How meetings are called, held, and conducted

4. An indemnity clause with details

5. Details of agreement regarding partner(s)

  • The admission of

  • The retirement age

  • Termination

  • Expelling

  • In resigning

1. Conflict resolution

  • We, the partners

  • We, the LLP, and the partner

7. Amount of time the LLP will last

8. Involuntary dissolution

9. The LLP agreement may contain any other clauses

A description of the business activities after the change. A description of the main division of industrial activity as per the NIC-2004 (based on the changed business activities.). A description of the partner's contribution and profit sharing ratio after the change.

  • The type of change (deletion/change)

  • A breakdown of each partner's information (DPIN/PAN), their contribution and their profit share percentage

  • As a result of the changes to the LLP agreement, the total amount of contributions has been increased

Form 3 must be accompanied by the following documents

  • The initial LLP agreement

  • Agreement for LLP changed

  • Other documents (if any)

 Changes in partner/designated partner must be filed using Form 4

Form 4 must be filed along with Form 3 if there is a change of partner(s)/designated partner(s).

For the appointment, cessation, change of name/address/designation of a designated partner or partner, Form 4 must be filed.

Each individual and corporate partner(s) and designated partner(s) must be listed in this form.

With Form 4, you must attach the following documents:

  • The consent of the partner

  • The evidence of cessation

  • Proof of change of name in the form of an affidavit

  • Partner or designated partner should provide a copy of the company's resolution to become a member of the LLP

  • Nomination/authorization letter indicating name and address of representative nominee/ partner.


Vakilsearch can help you with change in LLP agreement if you decide to register one after reading about the advantages of LLPs.

Also Read:

Online PPF Calculator

Compound Application

Change in address of registered office

private limited company to opc



Location: India

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