Rule 16(2), 17(1), 20(1) & 24(18)(a) — Clause Wording for LLP Form 3

If you have landed here from Form 3, you are almost certainly looking at field 14 — “Information of clauses in the agreement” — and its four sub-fields:

• (a) relating to rule 16(2)
• (b) relating to rule 17(1)
• (c) relating to rule 20(1)
• (d) relating to rule 24(18)(a)

Each box wants the same thing: what your LLP Agreement says about that particular procedure. Not an explanation of the rule — the Registrar already knows the rule. What is being asked is which clause of your agreement deals with it, and what that clause provides.

Below is usable wording for each one: the clause to put in the LLP Agreement, and what to enter in the Form 3 box. Adjust the clause numbers to match your own agreement before you file.

Why all four rules ask the same question

Read the four rules together and the pattern is obvious. Each one lets the LLP do something by following the procedure laid down in the LLP Agreement — and each one provides that if the agreement is silent, the consent of all partners is required instead.

That is the whole design. The LLP Act leaves these four decisions to the partners, and Form 3 is simply asking you to record what you decided. If your agreement covers them properly, you can act by whatever majority you agreed. If it does not, every single partner has to consent, every time — which is exactly the situation most LLPs want to avoid three years later when one partner is uncontactable.

(a) Rule 16(2) — address for service of documents

What the rule says. An LLP may, in addition to its registered office, declare any other address as its address for service of documents under section 13(2), in the manner laid down in the LLP Agreement. Where the agreement does not provide for such manner, consent of all partners is required.

Suggested clause for the LLP Agreement:

What to enter in Form 3, field 14(a): the clause number and a one-line summary — for example, “Clause 6.2 — the LLP may declare an additional address for service of documents by resolution passed with the consent of a majority of the partners.”

(b) Rule 17(1) — changing the registered office

What the rule says. The LLP may change its registered office from one place to another by following the procedure laid down in the LLP Agreement. Where the agreement does not provide such procedure, consent of all partners is required.

Suggested clause for the LLP Agreement:

What to enter in Form 3, field 14(b): for example, “Clause 4.3 — the registered office may be shifted by resolution passed with the consent of a majority of the partners, subject to compliance with the LLP Rules, 2009 where the shift is outside the jurisdiction of the existing Registrar.”

(c) Rule 20(1) — changing the LLP’s name

What the rule says. The LLP may change its name by following the procedure laid down in the LLP Agreement. Where the agreement does not provide such procedure, consent of all partners is required.

Suggested clause for the LLP Agreement:

What to enter in Form 3, field 14(c): for example, “Clause 2.4 — the name may be changed by resolution passed with the consent of not less than three-fourths of the partners, subject to approval of the new name by the Registrar.”

A higher threshold than a bare majority is worth considering here. Changing the name affects every contract, registration and letterhead the LLP has, and it is not a decision most partners would want taken on a simple majority.

(d) Rule 24(18)(a) — removing the auditor

What the rule says. The partners of an LLP may remove an auditor from office at any time by following the procedure laid down in the LLP Agreement.

Suggested clause for the LLP Agreement:

What to enter in Form 3, field 14(d): for example, “Clause 11.5 — an auditor may be removed at any time by resolution passed with the consent of a majority of the partners, after being given an opportunity of being heard.”

What if the agreement does not cover these at all?

Then the fallback applies and the consent of all partners is needed for each of these actions. That is not fatal — plenty of LLPs run this way — but it is worth knowing before you enter anything in Form 3.

If that is your position, say so in the field rather than leaving it blank or inventing a clause. Something like “The LLP Agreement does not lay down a specific procedure; accordingly the consent of all partners shall be required, as provided in the Rule.” is accurate and filable. Recording a clause that is not actually in your executed agreement is the one thing not to do — the agreement is attached to the same form.

If you would rather fix it properly, these four clauses can be added by executing a supplementary agreement and filing it in Form 3. That is usually the better answer if you are already filing.

The other fields around field 14

Since you are on that page of Form 3 anyway, the fields immediately around it catch people out just as often:

• Field 11 — resolution of disputes, split into (a) between the partners and (b) between a partner and the LLP. Two separate boxes; most agreements have a single arbitration clause covering both, and it is fine to cite the same clause in each.
• Field 12 — duration of the LLP, if any. If your agreement does not fix a term, the LLP is perpetual and you can say so.
• Field 13 — voluntary winding up. What your agreement provides about winding the LLP up voluntarily.
• Field 15 — any other information or clause not covered above. Optional, and genuinely optional — leaving it blank is not a defect.

Frequently asked questions

Do I paste the whole clause into Form 3, or just describe it?
Either works. A clause reference plus a one-line summary of what it provides is the cleanest — it matches what the field is asking and keeps the form readable. The full agreement is attached anyway, so the Registrar can read the clause in full.

Can I write “as per LLP Agreement” and leave it there?
It is often accepted, but it tells the Registrar nothing and it is a common reason for resubmission queries. A clause number and a single line about the decision threshold takes ten seconds more and avoids the round trip.

These four fields are asking about procedures we have never thought about. Is that normal?
Completely. Most LLPs sign a standard agreement at incorporation and never revisit it. The fields exist because the Act deliberately leaves these decisions to the partners, so Form 3 has to ask what you decided.

Does the same wording work for a supplementary agreement?
Yes. If you are adding these clauses now rather than at incorporation, the same wording goes into the supplementary agreement, which is then filed in Form 3 with the date of modification recorded at field 16.

The clauses above are drafting starting points based on rules 16(2), 17(1), 20(1) and 24(18)(a) of the Limited Liability Partnership Rules, 2009. Renumber them to fit your own agreement, and have them reviewed before execution — the consent thresholds in particular are a commercial decision for the partners, not a standard form. Reviewed September 2026. Guidance, not legal advice for your LLP.

Filling Form 3 now? These clause references come from the LLP agreement itself — if you have not drafted it yet, start from the LLP agreement format, then come back here for the exact wording to enter against each rule.

Related: Each of these changes is filed with the MCA within 30 days (Form 3 for an agreement change, Form 15 for an office move), and a late filing attracts an additional fee. See the LLP Compliance Calendar for the deadlines and the LLP Late Fee Calculator for what a delay costs.

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.