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

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

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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The post LLP Partner Change Procedure in India – Complete Guide with Draft Documents (LLP-3 & LLP-4) first appeared on LLP Registration in Ahmedabad.