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Procedure for Change in Particulars of Partners of Limited Liability Partnership (LLP)

Khushboo Sharma Khushboo Sharma
Khushboo Sharma

Published on: Jan 19, 2024

Darshi Dave
Darshi Dave

Updated on: Jan 20, 2024

(2 Rating)
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Introduction:

Limited Liability Partnership (LLP) refers to a body corporate or partnership formed and incorporated under the provisions of Limited Liability Partnership Act, 2008.
The following persons can be admitted as Partners/ Designated Partner in the Limited Liability Partnership (LLP):

Partners

Limited Liability Partnership to have at least 2 partners who may be any individual or Body Corporate.

Designated Partners

Limited Liability Partnership to have at least 2 Designated Partners who are individuals and at least one of them shall be a resident in India.

There might be need for change in the particulars of Partners/ Designated Partner of the Limited Liability Partnership (LLP) in the following scenarios:

  1. Change in individual partner and/ or body corporate partner to Designated Partner
  2. Non-Display or updation of the residential status of the Designated Partner
  3. Appointment, cessation or removal of partner/ Designated Partner
  4. Change in the name or address of the partner/ Designated Partner
  5. Change in the nominee
  6. Change in the address of the nominee.

Any change in the particulars of the Partner/ Designated Partner of the Limited Liability Partnership (LLP) will be in accordance with the procedure laid down in the LLP agreement or with the consent of all the partners, where there is no LLP agreement.

Applicable Provisions:

  1. Section 25 of the Limited Liability Partnership Act 2008
  2. Rule 22 of Limited Liability Partnership Rules 2009

Mandatory Requirements:

  1. Certificate from Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice that all the particulars from the books and records of the Limited Liability Partnership are verified and found to be true and correct.
  2. Execution of Supplementary LLP agreement.

Procedure:

  1. Intimation to Limited Liability Partnership (LLP):
    Every Partner/ Designated Partner shall intimate to the Limited Liability Partnership (LLP) about any change in their particulars such as name or address, in Form 6, within a period of 15 days of such change along with the below mentioned details:
    • Certified copies of the proof of the changed particulars from any of the authorities specified
    • Any other information can be provided as an optional attachment(s).
  2. File Notice in E-Form 4 with the Registrar:
    On receipt of intimation of change in particular(s) by the respective Partner/ Designated Partner, the Limited Liability Partnership shall file a notice in LLP Form 4, with the Registrar, within 30 days of such change along with the prescribed fees and the below mentioned attachments:
    • Previous name/address
    • Certified copy of proof of change in the furnished particulars
    • Identity Proof of the Designated Partner
    • Any other information can be provided as an optional attachment(s).

    Note:
    1. The form shall be signed by the Designated Partner of the LLP and authenticated in a manner as may be prescribed.
    2. The form shall be accompanied by a certificate from a Chartered Accountant in practice or Cost Accountant in practice or a Company Secretary in practice that he has verified the particulars from the books and records of the Limited Liability Partnership and found them to be true and correct.
  3. Prepare supplementary LLP agreement:
    The Limited Liability Partnership shall draft a supplementary LLP agreement to give effect in the original agreement with respect to the change of name/address/any other particular of such Partner/ Designated Partner and subsequently file the same with the Registrar of Companies (RoC) in LLP Form 3 along with the prescribed fees and the below mentioned attachments:
    • Supplementary/ amended LLP agreement
    • Certified copy of consent of all the partners
    • Notice of Change in Name/address/particulars
    • Any other information/document as may be required.

    *Note: Agreement shall be duly notarized and signed by the Designated Partners and Partners.

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