Form 3 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Form 3 is how a limited liability partnership gives the Registrar its LLP agreement, and every later change in that agreement. Rule 21 of the Limited Liability Partnership Rules, 2009 sets the form and the thirty-day periods. If you need the agreement drafted or amended and then filed, our changes in LLP agreement and partners team can do both.
Under rule 21(1), every LLP files information about its LLP agreement in Form 3 within thirty days of the date of incorporation, and the proviso requires any change in the agreement to be filed in Form 3 within thirty days of the change. Under rule 21(2), an agreement made before incorporation and ratified under section 23(3) is filed in Form 3 within thirty days of ratification by all the partners. This page explains the Rules as notified in 2009. Forms, fees, thresholds and time limits have been amended since, so check the current position on the MCA portal before you file.
What the Act asks for and what the Rule adds
Section 23(1) of the LLP Act, 2008 says the mutual rights and duties of the partners, and of the LLP and its partners, are governed by the LLP agreement. Section 23(2) says the agreement and any changes made in it "shall be filed with the Registrar in such form, manner and accompanied by such fees as may be prescribed". Rule 21 is where the form is prescribed: Form 3, headed "Information with regard to Limited Liability Partnership Agreement and changes, if any, made therein", and marked "See rule 21".
Section 23(4) adds that where the partners have not agreed on a matter, the First Schedule to the Act supplies the rule for it. That is not a reason to skip the filing; rule 21(1) applies to "every limited liability partnership". The rule does not say what the filing must contain beyond naming the form, and this article does not describe the 2009 form's fields because the form has since been replaced.
The three filings in rule 21 (as notified in 2009)
| Situation | Form | Time printed in the rule |
|---|---|---|
| First filing of information about the LLP agreement (section 23(2)) | Form 3 | Within thirty days of the date of incorporation (rule 21(1)) |
| Any change made in the LLP agreement | Form 3 | Within thirty days of such change (proviso to rule 21(1)) |
| Written agreement made before incorporation and ratified (section 23(3)) | Form 3 | Within thirty days of the ratification by all the partners (rule 21(2)) |
Each filing is to go "alongwith the fee as provided in Annexure A" (rule 21(1), proviso, and rule 21(2)). This page gives no fee amount: Annexure A as notified in 2009 is out of date, and the current fee is shown on the MCA portal.
Step 1: first filing after incorporation
The thirty days in rule 21(1) run from "the date of incorporation". The rule does not give the Registrar any discretion to extend them, and it does not say what happens on a missed date; section 69 of the Act deals with additional fee for late filing and is explained in section 69: additional fee for late filing. The agreement must be signed and stamped as your State requires before it is filed; see stamp duty on an LLP agreement. What the agreement should contain is covered in what an LLP agreement must contain and how to draft it.
Step 2: filing a later change
The proviso to rule 21(1) says "any change made" in the agreement is to be filed in Form 3 within thirty days of that change. The rule speaks of a change in the agreement; it does not list which changes count, so a change in profit-sharing, capital, management or the powers of partners should be treated as a change in the agreement and filed. Prepare the amendment by following the procedure the agreement itself sets for amendment; our supplementary LLP agreement template shows the usual structure.
Example. The partners of Mehta & Rao LLP sign a supplementary agreement on 5 August changing how profits are shared. The proviso to rule 21(1) gives thirty days from that change, which ends on 4 September.
If the same document also adds or removes a partner, the partner change is a separate notice, filed in Form 4 under rule 22 (see Form 4: changes in partners).
Step 3: an agreement made before incorporation
Section 23(3) allows a written agreement made before incorporation between the persons who subscribe their names to the incorporation document to impose obligations on the LLP, provided it is ratified by all the partners after incorporation. Rule 21(2) then requires the information to be filed in Form 3 within thirty days of the ratification. The clock therefore runs from the date the last partner ratifies, not from the date of incorporation.
Form 3 and Form 5 are different filings
Some older material calls Form 5 the form for a change in the agreement. In the Rules as notified, Form 5 is the notice of change of name (rule 20). The agreement and its changes go in Form 3. See how to file the LLP Form 5 change-of-agreement guide for the comparison.
What changed after 2009
The Rules printed here are the 2009 text. The LLP (Second Amendment) Rules, 2023 (G.S.R. 644(E), 1 September 2023) substituted Forms 3 and 4. Use the version of Form 3 shown on the MCA portal today, and confirm the current time limit and fee there.
Common mistakes
- Counting the first thirty days from the date the partners signed rather than from the date of incorporation.
- Amending the agreement by a side letter and not filing the change.
- Treating the pre-incorporation agreement as binding on the LLP without ratification by all partners (section 23(3)).
- Filing the agreement change but not the partner change in Form 4.
Need help with the LLP agreement or a change in it?
An agreement filed without checking it against the Act can leave gaps on profit sharing, capital and management. Our changes in LLP agreement and partners service prepares the amendment, checks it against what is already on record and files Form 3 inside the period in rule 21.
Key takeaways
- Form 3 carries the LLP agreement and its changes (rule 21; section 23(2)).
- First filing: thirty days from incorporation (rule 21(1)). Change: thirty days from the change (proviso).
- A pre-incorporation agreement ratified under section 23(3): thirty days from ratification (rule 21(2)).
- Form 5 is for a change of name, not of the agreement.
- Forms 3 and 4 were substituted in 2023; check the portal for the current form, fee and time limit.
Read next
- Rules 21 and 22: LLP agreement filing and changes in partners
- Form 3 under rule 21: the LLP agreement and its changes
- Section 23: relationship of partners and the LLP agreement
- First Schedule: default rules when there is no LLP agreement
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009 (G.S.R. 229(E)) and the LLP Act, 2008, as consulted on 2 October 2026. The Rules have been amended since, so current forms, fees and time limits must be checked on the MCA portal. This article is general information, not legal advice.