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DSC of one of authorised partner to be provided
An agreement to be provided including the amendments, if any
Certificate of Incorporation of LLP to be provided
Copy of PAN card of the LLP to be provided
First step for amendment of LLP Agreement is to get the assent of the Partners of the LLP. The consent shall be accorded by way of passing a resolution at the meeting of the Partners conducted.
At the meeting conducted, authorisation to one of the designated partner shall be provided in order to take necessary steps to fulfill the requirement of appointment of professional and filing of application with the MCA.
The LLP Agreement of the LLP can be amended after registration of LLP in India by way of entering into Supplementary Deed of the LLP. Execution of the Supplementary Deed shall be made by way of payment of stamp duty as applicable.
Where the change of Agreement is caused due to addition of Capital Contribution in the Limited Liability Partnership (LLP), the payment of stamp duty shall be made as required by the concerned State Stamp Act. The Stamp Duty payable on the LLP Agreement varies based on the State Stamp Act. The Stamp Act of the State where the Registered Office of the LLP is situated will be attracted to decide the amount of stamp duty payable.
Where the change of LLP Agreement does not include the change of Capital, the Supplementary Deed shall be executed by payment of Rs 100 towards the Stamp Duty.
The Supplementary Deed will remain in force till the validity of the LLP Agreement of the Limited Liability Partnership.
The terms and conditions prescribed in the original LLP Agreement will continue to be in force until and unless any of them is altered or expressly excluded by the Supplementary Agreement.
The parties involved in the Agreement shall put signatures at the respective place provided in the Supplementary deed to the LLP Agreement along with the initials on rest of the pages.
The Supplementary Deed to the LLP Agreement shall be attested by at least two witnesses to the Agreement. Here, the witnesses to the Agreement can be any individual other than the Parties to the Supplementary Agreement.
An Application for approval of the Supplementary Deed of LLP shall be filed in LLP Form 3 by payment of fee prescribed on portal assigned for filing. The application shall be filed after affixing the Digital Signature Certificates (DSC) of the Designated Partner (as authorised in this regards by passing the resolution) and Practising Professional such as Company Secretary or Chartered Accountant.
Below listed documents which shall accompany the application to be made for change of LLP Agreement:
The changes to be caused by the Supplementary LLP Agreement shall be effective only after receipt of approval from MCA for the application filed in this regards. However, on approval of application, the changes will be effective since the date of execution or effective date of change(s)
Once the deed is prepared by the professionals and confirmed by the partners, appropriate stamp duty must be paid on the agreement. Further, all the partners and designated partners must put their signature reflecting their approval for the change. A deed should be notarized if required.
The amount of stamp duty shall be payable based on the capital contribution involved in the change of LLP Agreement. The rates of stamp duty vary from state to state. Where the change of Agreement does not involve capital contribution, the Supplementary Deed to LLP Agreement shall be executed on payment of Rs 100/- towards stamp duty (included in package cost). The stamp duty in addition to Rs 100/- is payable separately.
Once the deed is executed by the partners, it must be filed with MCA for its approval. It is filed within 30 days of execution or the effective date, whichever falls earlier.
A requirement of a notary is led by the concerned State of LLP. Although it is not required for all States, for States such as UP or Delhi Notarisation is mandatory.
The changes in LLP Agreement shall be effective since the date of execution or effective date, however only after receipt of approval from Registrar for the application made in concerned form.
No, LLP Agreement is not a public document and therefore it is not accessible through portal. However, change of capital and name is reflected on portal.
Where the change of business activity arises, consent of Partners through passing resolutions will be required which shall be followed by entering into Supplementary Agreement to Limited Liability Partnership Agreement of the LLP.
The Name Change of LLP can be effective by executing a supplementary agreement. First, an application for reservation of name shall be filed, which shall be followed by a procedure to change Limited Liability Partnership agreement.