Procedure for Change in Limited Liability Partnership (LLP) Agreement

Ronak Sharma

Ronak Sharma

Published on: Nov 8, 2025

Priya Gandhi

Updated on: Nov 8, 2025

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Introduction

A Limited Liability Partnership (LLP) Agreement is the fundamental document formed during incorporation, governing operations, administration and management of the Limited Liability Partnership firm.

Circumstances that necessitate a change in the LLP Agreement:

1. Any change in the partners’ monetary or capital contribution
2. Modification of the profit and loss sharing ratio among partners
3. Amendments resulting from the addition or removal of a partner
4. Amendments resulting from Change in Registered Office
5. Alteration of the mutual rights, obligations, or responsibilities of the partners
6. Change in the nature or scope of the LLP’s business activities
7. Updating any other crucial internal rules, such as dispute resolution or voting procedures.

The procedure for making such amendments to the LLP agreement is outlined under Rule 21 of the Limited Liability Partnership Rules, 2009.

Applicable Provisions

1. Section 23 of Limited Liability Partnership Act, 2008
2. Rule 21 of Limited Liability Partnership Rules, 2009

Mandatory Requirements

• Consent from all the designated partners approving changes in the Limited Liability Partnership agreement.

Procedure

1. Review and Identification of Proposed changes in LLP Agreement:
   This initial stage requires partners to evaluate the current LLP Agreement to pinpoint which rules no longer fit the business. They collectively identify the necessary amendments — like updating the profit-sharing ratios or governance procedures—and then immediately draft the specific, precise wording for those new clauses.
2. Consent from all Partners:
   • Consent shall be obtained from all the designated partners of the Limited Liability Partnership firm in writing, approving draft changes proposed to be made, in the Limited Liability Partnership agreement.
   Note: Supplementary LLP Agreement must be executed on proper non-judicial stamp paper of the requisite value, as per the relevant State Stamp Act provisions.
3. File Supplementary LLP Agreement in Form no. 3:
   LLP shall file Supplementary LLP Agreement with the Registrar of Companies (RoC) in LLP Form no. 3 within 30 days along with necessary documents like proof of the new address, copy of the consent/resolution, and any other supplementary LLP Agreement as supporting documents.
   Note:
   • For amendments resulting from the addition or removal of a partner [Please refer the https://www.lawrbit.com/corporate-law/change-in-particulars-of-partners-of-limited-liability-partnership/ ]
   • For amendments resulting from Change in Registered Office [Please refer the https://www.lawrbit.com/corporate-law/procedure-change-registered-office-same-state/ ]
   • For amendments resulting from change in Registered name of LLP [Please refer the https://www.lawrbit.com/corporate-law/procedure-for-change-in-registered-name-of-limited-liability-partnership/ ]
4. Final Approval and Confirmation:
   • If the ROC finds everything in order, they will approve the filing.
   • A formal confirmation, is received, usually in the form of an email, on the registered email ID of the LLP, containing an approved copy of the Form 3 challan/receipt or a confirmation that the document has been taken on record.
   • The status of your SRN on the MCA portal will change to “Approved”.