Partner changes are the most common event in an LLP's life, and the most commonly mishandled. A change needs a supplementary agreement, Form 4 and usually Form 3, each within 30 days. When this is skipped, the MCA record and the real partnership drift apart, and the next filing gets stuck. Here is how to handle the situations we see most.
10 problems solvedFor LLP partners, CAs, CSs and accountantsLast reviewed: 5 October 2026
A partner resigned, but the LLP is not filing Form 4
What you see
The former partner still appears on the MCA record and worries about liability.
Why it happens
The remaining partners have not filed Form 4 within 30 days of the cessation.
How to fix it
Give at least 30 days' written notice of resignation to the other partners, unless the agreement says otherwise, and keep proof of delivery.
If you have reason to believe the LLP will not file, you can file the notice of cessation with the Registrar yourself. The Registrar asks the LLP to confirm, and registers your notice if the LLP does not respond within 15 days.
Note that a former partner can remain liable to third parties who did not have notice of the change, which is why the filing matters.
Avoid it next time
Resign in writing by a trackable method, and file the cessation yourself if the LLP does not.
A partner has left or died, and the LLP now has a single partner.
Why it happens
An LLP must have at least two partners. If it carries on business with only one partner for more than six months, that partner, if aware of it, becomes personally liable for the LLP's obligations incurred after the six months.
How to fix it
Admit a new partner as soon as possible, and well within six months.
File Form 4 and the supplementary agreement (Form 3) for both the cessation and the admission.
A designated partner left, so fewer than two remain
What you see
The LLP has only one designated partner, and forms needing two signatures are stuck.
Why it happens
An LLP must have at least two designated partners. A vacancy should be filled within 30 days. Until it is, every partner is treated by law as a designated partner, with a designated partner's responsibilities and exposure to penalties.
How to fix it
Appoint a replacement designated partner within 30 days of the vacancy, with consent and an active DIN.
File Form 4 for the cessation and the appointment.
Avoid it next time
Keep at least one extra partner who is willing and eligible to become a designated partner.
A partner has died: what happens to the LLP and the share?
What you see
The family wants to know whether they become partners, and how to update the records.
Why it happens
The deceased partner ceases to be a partner. The legal heirs do not become partners automatically. Unless the LLP agreement says otherwise, they are entitled to the capital the partner actually contributed and the partner's share of accumulated profits, after accumulated losses, up to the date of death. They have no right to take part in management.
How to fix it
Read the LLP agreement for the treatment of a deceased partner's share.
File Form 4 for the cessation with the death certificate, and Form 3 if the agreement changes.
Admit a legal heir as partner only if the other partners agree, by a fresh admission.
If fewer than two partners or designated partners remain, fill the gaps within the time limits.
Avoid it next time
Put clear succession clauses in the LLP agreement.
Law: Sections 24(2)(a), 24(5) and 24(6), and Section 25, LLP Act 2008LLP agreement draft →#
Partners & professionals
Changing contribution or profit-sharing ratio
What you see
Partners agreed new ratios, but nothing has been filed.
Why it happens
Contribution and profit share are terms of the LLP agreement. Changing them changes the agreement.
How to fix it
Execute a supplementary agreement on stamp paper, with the partners' resolution.
File Form 3 within 30 days of the change.
Reflect the new contribution in the next Form 8 and Form 11.
Avoid it next time
Never change ratios only in the books. The agreement and Form 3 must match.
Partner remuneration paid but not written into the LLP agreement
What you see
The LLP pays partners a salary or interest, but the agreement says nothing about it.
Why it happens
For income-tax purposes, remuneration and interest to partners are deductible only within limits, and only if the partnership deed (LLP agreement) authorises them.
How to fix it
Execute a supplementary agreement authorising remuneration to working partners and interest on capital, and file Form 3.
The authorisation applies only from its date. It cannot validate earlier payments.
Avoid it next time
Put remuneration and interest clauses in the original LLP agreement.
Stuck on one of these right now? Send us the SRN, the notice or a screenshot of the error. We will tell you the fix and the deadline, and file it for you if you want.
