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The Classic Partners LLP ยท LLP Compliance

LLP Agreement & Changes

The LLP Agreement governs how partners share profits, make decisions and exit the LLP โ€” and any change to its terms needs to be documented and filed.

Quick answer

The LLP Agreement is the founding contract between an LLP's partners, covering profit-sharing ratios, capital contribution, roles and decision-making. Any amendment โ€” a change in profit share, admission of a new partner, or a revised clause โ€” must be captured in a supplementary agreement and reported to the Registrar of Companies in Form 3 within 30 days of the change.

What we cover

What we help draft and file

Whether you're setting up a new LLP or updating an existing agreement.

  • Drafting the original LLP Agreement at incorporation
  • Supplementary agreements for profit-share changes
  • Amendments on admission or resignation of partners
  • Changes to capital contribution or business objects
  • Filing the amendment in Form 3 with the ROC
  • Reviewing existing agreements for compliance gaps
Key components

What typically triggers an amendment

Changes that require a supplementary agreement and a Form 3 filing.

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Profit-Sharing Ratio

Any revision to how profits and losses are divided among partners needs to be documented and filed.

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Partner Changes

Admission, resignation or a change in a partner's capital contribution alters the terms of the original agreement.

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Business Objects

Adding a new line of business or changing the LLP's objects clause requires an amendment to the agreement.

How we work

Our process

From initial consultation to completion.

1

Identify the Change

Confirm exactly what is changing โ€” profit share, partner roles, contribution or objects.

2

Draft the Supplementary Agreement

Prepare the amendment document reflecting the revised terms, signed by all partners.

3

Stamp & Execute

Get the agreement executed on appropriately valued stamp paper as per the state's stamp duty rules.

4

File Form 3

Report the amendment to the Registrar of Companies within 30 days of the change.

Why choose us

Why LLP Agreement changes get missed

What sets our approach apart.

Verbal understanding, no paperwork

Partners often agree to a change informally without updating the written agreement or notifying the ROC.

Stamp duty varies by state

Getting the supplementary agreement stamped correctly is easy to overlook, and it affects the document's enforceability.

30-day window is tight

Form 3 must be filed within 30 days of the change, which can pass quickly around a partner transition.

FAQs

LLP Agreement & Changes questions answered

What people ask before engaging us.

Yes, every LLP must have an LLP Agreement; in its absence, the default provisions of Schedule I to the LLP Act apply.
Form 3 must be filed with the Registrar of Companies within 30 days of the date the supplementary agreement takes effect.
Yes, any change to the terms of the LLP Agreement, including profit-sharing ratio, must be filed in Form 3.
Amendments typically require the consent of all partners as prescribed in the existing agreement, unless it specifies a different approval mechanism.

Need to amend your LLP Agreement?

We'll draft the supplementary agreement and file it with the ROC.

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