LLP Partner Change Procedure in India: Form 4, Form 3 and Drafts
Short answer: To change partners in an LLP, take the incoming partner’s consent (or the outgoing partner’s resignation), pass a partners’ resolution, sign a supplementary LLP agreement, then file Form 4 for the change in partners and Form 3 for the change in the agreement with the MCA, each within 30 days. Ready-to-use drafts of the consent, resignation, resolution and supplementary agreement are below.
What counts as a partner change?
- Admission of a new partner
- Appointment of a new designated partner
- Resignation of an existing partner
- Removal or cessation of a partner
- Change in capital contribution
- Change in the profit-sharing ratio
- A partner becoming a designated partner
Each of these has to be filed with the Registrar.
Forms and time limits
| MCA form | Purpose | Time limit |
|---|---|---|
| Form 4 | Notice of appointment, resignation or cessation of a partner or designated partner, or a change in their details | Within 30 days of the change |
| Form 3 | Changes to the LLP agreement (new partners, contribution, profit share) | Within 30 days of the change |
Step-by-step procedure
- Get written consent or resignation: a consent letter from the incoming partner and a resignation or cessation letter from the outgoing partner.
- Get a DIN if needed: an incoming designated partner who has no DIN must obtain one before Form 4 is filed.
- Pass a partners’ resolution approving the resignation or cessation, the admission, the revised contribution and profit ratio, and authorising a partner to file the forms.
- Sign a supplementary LLP agreement recording the change, the updated contributions, the revised profit ratio and the effective date.
- File Form 4 with the consent or resignation letters and the resolution.
- File Form 3 with the supplementary agreement and the revised partner structure.
Documents needed
For Form 4: consent to act as partner or designated partner; resignation letter or notice of cessation; consent of the ceased partner (recommended); certified true copy of the resolution.
For Form 3: the supplementary LLP agreement and the revised contribution and 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: ________ · 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: ________
Draft 2: Resignation letter by a 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.
Signature
[NAME]
DIN: ________ Date: ________
Draft 3: Consent of the 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 the statutory filings.
Signature
[NAME]
DIN: ________ Date: ________
Draft 4: Resolution for the 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 a capital contribution of ₹_____ and a profit-sharing ratio of _____%.
RESOLVED FURTHER THAT [AUTHORISED PARTNER NAME] be authorised to file Form 3 and Form 4 and to do all acts necessary.
Draft 5: Supplementary LLP agreement (key clauses)
This Supplementary LLP Agreement is executed on [DATE] to amend the LLP Agreement of [LLP NAME].
- Cessation: [NAME] ceases to be a Partner with effect from [DATE].
- Admission: [NAME] is admitted as a Partner with effect from [DATE].
- Revised contribution and profit sharing: as in the table below.
| Partner name | Contribution (₹) | Profit share (%) |
|---|---|---|
| Partner A | ₹_____ | ___% |
| Partner B | ₹_____ | ___% |
All other terms of the original LLP Agreement remain unchanged. The supplementary agreement must be stamped under your state’s stamp law before signing; see the stamp duty calculator.
Common mistakes
- Filing Form 3 without signing a supplementary agreement
- Filing after the 30-day limit, which attracts an additional fee (see the LLP late fee calculator)
- Different effective dates in the letters, resolution and agreement
- A profit-sharing ratio that does not add up
- Leaving out the resolution attachment
More fixes are in LLP partner change problems and solutions, and the form-by-form route is in the partner change process.
Frequently asked questions
Is Form 3 mandatory after a partner change?
Yes, when the change alters the LLP agreement, which a change in partners, contribution or profit share does. The supplementary agreement is filed in Form 3.
Can partners be changed without a supplementary agreement?
No. The change in partners, contribution and profit share is recorded in a supplementary LLP agreement.
Is the consent of the ceased partner compulsory?
Not mandatory, but strongly recommended so the change is free of disputes.
What is the time limit for filing Form 4?
Within 30 days of the change in partners or designated partners.
Starting a new LLP? We handle LLP registration in Ahmedabad and LLP registration anywhere in Gujarat, fully online on the MCA portal. Start with the documents required for LLP registration.