Changing partners in a Limited Liability Partnership (LLP) is a mandatory statutory compliance under the Limited Liability Partnership Act, 2008. Any addition, resignation, removal, or change in profit-sharing of partners or designated partners must be properly documented and filed with the Registrar of LLP (ROC).

This guide explains the complete LLP partner change procedure, applicable ROC forms, timelines, and provides ready-to-use draft documents required for Form LLP-3 and Form LLP-4.

What Is LLP Partner Change?

LLP partner change refers to any of the following events:

• Admission of a new Partner
• Appointment of a new Designated Partner
• Resignation of an existing Partner
• Removal or cessation of Partner
• Change in capital contribution
• Change in profit-sharing ratio
• Conversion of Partner into Designated Partner

Each of these changes requires statutory filing with ROC.

Forms Applicable for LLP Partner Change

ROC Form	Purpose	Time Limit
Form LLP-4	Appointment / resignation / cessation of partner	Within 30 days
Form LLP-3	Amendment of LLP Agreement	Within 30 days

LLP Partner Change Procedure – Step by Step

Step 1: Obtain Written Consent / Resignation

• Consent letter from incoming partner
• Resignation or cessation letter from outgoing partner

Step 2: Pass Partner / Designated Partner Resolution

Resolution must approve:

• Acceptance of resignation / cessation
• Admission of new partner
• Revised contribution & profit ratio
• Authorization to file ROC forms

Step 3: Execute Supplementary LLP Agreement

A supplementary agreement is mandatory to:

• Record partner changes
• Update capital contribution
• Revise profit-sharing ratio
• Mention effective date

Step 4: File Form LLP-4

File LLP-4 to inform ROC about:

• Appointment / resignation
• Date of change
• Partner details

Attachments include:

• Consent / resignation letters
• Resolution copy

Step 5: File Form LLP-3

File LLP-3 to upload:

• Supplementary LLP Agreement
• Revised partner structure

Documents Required for Form LLP-4

1. Consent to act as Partner / Designated Partner
2. Resignation Letter or Notice of Cessation
3. Consent of Ceased Partner (recommended)
4. Certified True Copy of Resolution

Documents Required for Form LLP-3

1. Supplementary LLP Agreement
2. Revised contribution & profit-sharing table

READY-TO-USE DRAFT DOCUMENTS

Draft 1: Consent to Act as Designated Partner

To
The LLP
[LLP NAME]
[REGISTERED OFFICE ADDRESS]

Subject: Consent to act as Designated Partner

I, [NAME OF PARTNER], hereby give my consent to act as a Designated Partner of the LLP pursuant to Section 7(3) of the Limited Liability Partnership Act, 2008.

Particulars:

• DIN/DPIN: __________
• PAN: __________
• Father’s Name: __________
• Residential Address: __________
• Email ID: __________

I confirm that I am not disqualified to act as Designated Partner.

Date: __________
Place: __________

Signature
[NAME]
DIN/DPIN: __________

Draft 2: Resignation Letter by Partner

To
The LLP
[LLP NAME]

Subject: Resignation from LLP

I, [NAME OF PARTNER], hereby tender my resignation as Partner / Designated Partner of the LLP with effect from [EFFECTIVE DATE], in accordance with the LLP Agreement.

Kindly arrange to file the necessary forms with the Registrar of LLP.

Signature
[NAME]
DIN/DPIN: __________
Date: __________

Draft 3: Consent of Ceased Partner

I, [NAME OF PARTNER], hereby give my consent for my removal / cessation as Partner of the LLP with effect from [DATE], and confirm that I have no objection to statutory filings.

Signature
[NAME]
DIN/DPIN: __________
Date: __________

Draft 4: Resolution for LLP Partner Change

CERTIFIED TRUE COPY OF RESOLUTION

RESOLVED THAT the resignation / cessation of [NAME OF PARTNER] be and is hereby accepted with effect from [DATE].

RESOLVED FURTHER THAT [NAME OF NEW PARTNER] be admitted as Partner / Designated Partner with capital contribution of ₹_____ and profit-sharing ratio of _____%.

RESOLVED FURTHER THAT [AUTHORIZED PARTNER NAME] be authorised to file Form LLP-3 and LLP-4 and do all acts necessary.

Draft 5: Supplementary LLP Agreement

This Supplementary LLP Agreement is executed on [DATE] to amend the LLP Agreement of [LLP NAME].

Key Clauses:

1. Cessation:
   [NAME] ceases to be Partner w.e.f. [DATE]
2. Admission:
   [NAME] is admitted as Partner w.e.f. [DATE]
3. Revised Contribution & Profit Sharing

Partner Name	Contribution (₹)	Profit Share (%)
Partner A	₹_____	___%
Partner B	₹_____	___%

All other terms of the original LLP Agreement remain unchanged.

Common Mistakes in LLP Partner Change

• Filing LLP-3 without executing supplementary agreement
• Delay beyond 30 days
• Mismatch in effective dates
• Incorrect profit-sharing ratio
• Missing resolution attachment

Frequently Asked Questions (FAQs)

Is LLP-3 mandatory after partner change?

Yes. Any change in partners requires amendment of LLP Agreement through Form LLP-3.

Can LLP partner change be done without agreement?

No. Supplementary LLP Agreement is mandatory.

Is consent of ceased partner compulsory?

Not mandatory, but strongly recommended for dispute-free compliance.

Can LLP change partner anytime?

Yes, subject to LLP Agreement terms and ROC filings.

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