Change in LLP Agreement

CHANGE IN LIMITED LIABILITY PATNERSHIP AGREEMENT

Partnership Agreement of the Limited Liability Partnership (LLP) is similar to Memorandum and Articles of Association of a company. In the LLP agreement, nature of business activities to be carried on, rights, duties and obligations of partners are mentioned.

Following are the steps needed to be followed for altering the LLP Agreement:

A. To revise the LLP agreement a resolution needs to be passed by the partners.

B. Form 3 is to be filed with the Registrar within 30 days of passing the resolution containing the following details

1. Date of modification in the agreement.

2.Reason of change – whether the change is on account of :

a) Change in activities of the LLP
b) Change in partner’s contribution and/or percentage of profit sharing.

c) Change in any other relevant details like-

  • Rights and duties of partners
  • Restrictions on the authority of partners
  • Management and administration of LLP
    • Acts/Deeds that can be done only with the consent of all the partners or with consent of majority or certain percentage of partners.
    • Procedure of calling, holding and conducting meetings
  • Details of indemnity clause
  • In relation to partner(s), details of agreement related to.
    • Admission
    • Retirement
    • Cessation
    • Expulsion and
    • Resignation
  • Resolution of disputes, if any, between the partners and/or between the partners and the LLP.
  • Duration of the LLP
  • Voluntary winding up
  • Any other clauses related to the LLP agreement

d) Details of change Main division of industrial activity as per NIC-2004 (based on changed business activities)

e) Details of every partner’s contribution and profit sharing ratio after
modification in the LLP agreement.
f) Documents to be attached with Form 3
  • Initial LLP agreement
  • Changed LLP agreement

 

3. Form 4 is required to be filed along with details of all individuals ans corporates being appointed as partner(s) for change:

a)In case of appointment, cessation, change in name/address/designation of a designated partner or partner, Form 4 needs to be filed.

b) Documents to be attached with Form 4
  • Consent of the partner.
  • Evidence of cessation.
  • Affidavit or any proof of change of name.
  • If the partner or a designated partner of the LLP is a company, copy of resolution of the company to become partner in LLP is also required.
Fill the form for change of llp-agreement