LLP Agreement & Change in Deed (Form 3)
Are you looking for LLP Agreement & Change in Deed (Form 3)? The LLP Agreement is the most important legal document of a Limited Liability Partnership, as it clearly defines the relationship between partners, their rights and responsibilities, capital contribution, profit-sharing ratio, management structure, and other key business terms. As per the Limited Liability Partnership Act, 2008, it is compulsory to file the LLP Agreement with the MCA through Form 3 within the prescribed time limit after incorporation. If there is any change in the agreement—such as addition or resignation of a partner, change in profit-sharing ratio, increase in capital, or modification of any clause—the revised deed must also be filed through Form 3. Timely filing helps maintain proper legal compliance, keeps government records updated, prevents penalties, and ensures smooth and dispute-free business operations.
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Overview of LLP Agreement under LLP Act
The LLP Agreement is the foundation document of a Limited Liability Partnership, as it governs the internal management and defines the mutual understanding between partners. It is a legally binding written contract that explains how the LLP Agreement & Change in Deed (Form 3) will operate, how decisions will be taken, how profits will be shared, and what responsibilities each partner will have. As per the Limited Liability Partnership Act, 2008, every LLP must draft and file its LLP Agreement with the MCA within the prescribed time. A properly drafted agreement helps avoid confusion, protects partners’ interests, ensures smooth business operations, and minimizes the risk of future disputes. If no agreement is filed, the default provisions given under the Act will automatically apply, which may not match the partners’ actual business intentions or financial arrangements.
A well-drafted LLP Agreement generally covers the following key points:
Name, registered office address, and main business activities of the LLP
Total capital contribution and contribution details of each partner
Profit and loss sharing ratio among partners
Rights, duties, roles, and responsibilities of partners
Powers of designated partners and management structure
Procedure for admission of new partners
Rules for resignation, retirement, or removal of partners
Decision-making process and voting rights
Bank operation authority and financial management rules
Dispute resolution mechanism and settlement process
Terms for amendment of agreement in future
Conditions for winding up or dissolution of LLP
Legal Requirement of Filing LLP Form 3 under LLP Act
Form 3 must be filed after incorporation to submit the original LLP Agreement with MCA.
It is mandatory once the LLP Agreement & Change in Deed (Form 3) Agreement is executed and signed by all partners.
Filing is required for any amendment or modification in the LLP Deed.
Compulsory in case of change in capital contribution of partners.
Required when there is any change in profit-sharing ratio.
Necessary if rights, duties, or management structure of partners are altered.
Must be filed within 30 days from the date of agreement or change.
Delay in filing results in additional government fees.
Continuous non-compliance may attract penalties on LLP and designated partners.
Timely filing ensures proper legal compliance and updated records with MCA.
When is Filing of LLP Form 3 Mandatory?
Filing is compulsory for submitting the initial LLP Agreement after incorporation of the LLP.
It is mandatory when there is any change in the main business activity of the LLP.
Required in case of increase or decrease in capital contribution of any partner.
Must be filed when there is any change in profit-sharing ratio among partners.
Necessary if there is any modification in the rights, duties, or responsibilities of partners.
Filing is required when the management structure or decision-making powers are changed.
Compulsory if a new clause is added or any existing clause in the LLP Deed is amended.
Also required when terms related to admission, resignation, or retirement of partners are modified.
Must be filed whenever any financial or operational terms of the agreement are updated.
Timely filing ensures that all changes are legally recorded and accepted by MCA.
What Is the Procedure for LLP Agreement & Deed Change Filing?
Prepare the LLP Agreement or Supplementary Deed with updated details such as change in capital, profit-sharing ratio, partner rights, or any amended clauses. Finalize the draft as per your business requirements.
Print the agreement on appropriate stamp paper as per applicable state stamp duty rules and get it signed by all partners.
Fill LLP Form 3 on the MCA portal by entering contribution details, profit-sharing ratio, and other required information. Attach the signed agreement copy.
Digitally sign the form using the DSC of the Designated Partner, pay the prescribed government fees, and submit the form. After successful filing, ROC acknowledgment is generated.
Documents Required for LLP Agreement / Change in Deed
Proper documentation is very important while filing LLP Form 3 for submission of the original LLP Agreement or any change in the deed. All documents must be correctly prepared, signed by partners, and executed as per applicable stamp laws to avoid rejection or resubmission from MCA.
Documents Required:
Signed LLP Agreement – Original LLP Agreement duly signed by all partners.
Supplementary LLP Deed – Required in case of any amendment or change in the existing agreement (such as change in capital, profit ratio, or clauses).
Consent of Partners – Written consent of all partners agreeing to the terms of the agreement or changes made.
Digital Signature Certificate (DSC) – Valid DSC of the Designated Partner who will sign and submit Form 3.
Certified True Copy of Resolution – If required, a resolution approving the agreement or amendment.
Details of Capital Contribution – Updated contribution details of each partner, if there is any change.
Proof of Change (if applicable) – Supporting documents related to specific amendments, such as change in business activity or management structure.
Stamp Paper Compliance – The LLP Agreement or Supplementary Deed must be executed on proper stamp paper as per the stamp duty rules of the respective state.
Government Fees & Additional Fees Structure
The government filing fee for LLP Form 3 (LLP Agreement / Change in Deed) is based on the total capital contribution of the LLP. The fee must be paid at the time of submitting the form on the MCA portal. Filing within 30 days from the date of agreement execution or amendment helps you avoid extra financial burden.
Normal Government Filing Fees (As per MCA)
- Contribution up to ₹1,00,000 – ₹50
- More than ₹1,00,000 and up to ₹5,00,000 – ₹100
- More than ₹5,00,000 and up to ₹10,00,000 – ₹150
- More than ₹10,00,000 and up to ₹25,00,000 – ₹200
- More than ₹25,00,000 and up to ₹1,00,00,000 – ₹400
- More than ₹1,00,00,000 – ₹600
These are statutory government fees only and do not include stamp duty or professional service charges.
Additional Fees for Delayed Filing
- LLP Form 3 must be filed within 30 days from the date of execution of the agreement or date of change.
- If filed after 30 days, additional fees are applicable as per MCA rules.
- The additional fee is generally ₹100 per day of delay until the actual date of filing.
- There is no upper limit on late fees, so long delays can result in heavy additional costs.
Timely filing of LLP Form 3 ensures legal compliance, avoids unnecessary penalties, and keeps your LLP records properly updated with the Registrar.
Time Limit for Filing & Penalty for Late Submission
LLP Form 3 must be filed within 30 days from the date of execution of the LLP Agreement or from the date of any amendment in the deed.
The 30-day time limit is mandatory under the Limited Liability Partnership Act, 2008.
Delay in filing attracts additional fees of ₹100 per day from the due date until the actual date of filing.
There is no maximum limit on late fees, so long delays can result in heavy additional costs.
Continuous non-compliance may lead to penalties on the LLP and its Designated Partners.
Non-filing can create compliance issues with the ROC during future filings or approvals.
It may cause problems during loan processing, due diligence, or closure of LLP.
Timely filing helps maintain proper legal records with MCA.
Regular compliance ensures smooth and hassle-free operation of the LLP.
Stamp Duty on LLP Agreement (State-wise Applicability)
- Stamp duty is applicable on every LLP Agreement and Supplementary Deed at the time of execution.
- The amount of stamp duty depends on the state where the LLP is registered, as stamp laws are governed by respective State Stamp Acts.
- Stamp duty is also calculated based on the total capital contribution mentioned in the LLP Agreement.
- Different states have different slab rates, so the payable amount may vary from state to state.
- The LLP Agreement must be executed on proper value stamp paper or through e-stamping as per the applicable state rules.
- If the agreement is not properly stamped, MCA may raise a query or reject the filing of Form 3.
- Improper or insufficient stamp duty can also attract penalties under the State Stamp Act.
- It is important to check the correct stamp duty rate before drafting and executing the LLP Agreement.
- Proper stamping ensures legal validity of the agreement and smooth approval of Form 3 filing.
When Is a Supplementary LLP Deed Required and Why Is It Important?
A Supplementary LLP Deed is executed whenever there is any change in the original LLP Agreement. It works as an amendment document that updates the existing terms and conditions of the LLP. Instead of drafting a completely new agreement, partners can record the changes through a supplementary deed and make it legally valid. After execution, it is mandatory to file Form 3 with MCA within 30 days to ensure proper compliance.
Supplementary LLP Deed is required in the following cases:
Admission of a new partner into the LLP
Resignation, retirement, or removal of an existing partner
Change in profit-sharing ratio among partners
Increase or modification in capital contribution
Amendment of any clause of the original LLP Agreement
Change in rights, duties, or management structure
Timely execution and filing help avoid penalties and keep LLP records updated with ROC.
FAQs – LLP Agreement & Change in Deed (Form 3)
Yes, filing through Form 3 is mandatory under LLP Act.
Within 30 days from the date of agreement or change.
Yes, through a Supplementary Deed and filing Form 3.
Additional fees and penalties may apply.