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.
Information about the LLP agreement, and every later change in it, is filed with the Registrar in Form 3 under rule 21 of the Limited Liability Partnership Rules, 2009. This page was earlier titled "Form 5: Change in LLP Agreement", but in these Rules Form 5 is the notice of change of name, not the form for a change in the agreement. If your partners have amended the agreement, our changes in LLP agreement and partners team can draft the amendment and make the filing.
Under rule 21(1) every LLP files information about its LLP agreement in Form 3 within thirty days of the date of incorporation. The proviso says any change made in the agreement must be filed in Form 3 within thirty days of such change. Under rule 21(2), an agreement referred to in section 23(3) is filed in Form 3 within thirty days of ratification by all the partners. Form 5 is for a change of name (rule 20). The Rules have been amended since 2009, so check the current Form 3 and fee on the MCA portal.
What Form 5 is actually for
Rule 20 deals with change of name. The LLP changes its name by the procedure in its LLP agreement or, where the agreement has none, with the consent of all partners (rule 20(1)). Notice of change of name is given to the Registrar in Form 5, within thirty days of complying with that requirement, with the fee shown in Annexure A (rule 20(2)). If the Registrar is satisfied that the changed name is the one he reserved, he issues a fresh certificate of incorporation in the new name, and the change takes effect from the date of that certificate (rule 20(3)). If your goal is a name change, read rules 19 and 20: direction to change a similar name and change of name and Form 5 under section 19. A change in the agreement and a change in the name are separate filings, even if the agreement amendment is what authorises the name change.
What rule 21 requires
Section 23(2) of the LLP Act, 2008 says the LLP agreement and any changes made in it shall be filed with the Registrar in the prescribed form, manner and fee. Rule 21 supplies the form and the time.
| Situation | Form | Time printed in rule 21 |
|---|---|---|
| Information about the LLP agreement for 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)) |
| Agreement made before incorporation and ratified under section 23(3) | Form 3 | Within thirty days of ratification by all the partners (rule 21(2)) |
Each of these is filed with the fee provided in Annexure A to the Rules as notified. This article does not state fee amounts because the Rules have been amended since; check the current fee for Form 3 on the MCA portal. Section 23 itself is explained in section 23: relationship of partners and the LLP agreement, and the rule in rules 21 and 22: LLP agreement filing and changes in partners. The form-wise view is in Form 3 under rule 21.
Step by step for a change in the agreement
- Agree the change as the agreement requires. Section 23(1) says the mutual rights and duties of the partners and the LLP are governed by the agreement. Follow the amendment procedure inside it, and if it is silent, get the written consent of all partners.
- Prepare the amendment. This is usually a supplementary agreement or an amended and restated agreement. Our supplementary LLP agreement template and the guide on what an LLP agreement must contain show the structure. Check stamp duty for your State, as covered in stamp duty on an LLP agreement.
- File Form 3 within thirty days of the change, with the fee.
- Keep the proof of filing with the LLP's records.
Agreement change and partner change
The proviso to rule 21(1) runs the thirty days from the date of the change. If an amendment also changes the partners, file the agreement change in Form 3 and the partner change separately in Form 4 under rule 22; one form does not do both. See Form 4: changes in partners.
After 2009: forms substituted
The Rules as notified in 2009 are the source for this article. The LLP (Second Amendment) Rules, 2023 (G.S.R. 644(E), dated 1 September 2023) substituted Forms 3 and 4. Later amendments may also have changed fees and filing mechanics. The MCA portal's current version of Form 3 controls what you must fill in, even though the rule-21 time limits above are as notified in 2009.
Common mistakes
- Filing Form 5 to report an amendment to the agreement. Form 5 is for a change of name only.
- Filing the agreement changes but not the partner changes (Form 4), or the reverse.
- Treating the original filing of the agreement as complete and not filing later amendments.
- Using an old copy of the form instead of the current version on the portal.
Need help with an LLP agreement change?
A change in the agreement affects profit sharing, capital, management and often the designated partners. Our changes in LLP agreement and partners service can draft the amendment, check it against the existing agreement and file Form 3 within the thirty days.
Key takeaways
- A change in the LLP agreement is filed in Form 3 within thirty days of the change (rule 21).
- Form 5 is the notice of change of name (rule 20), not a change in the agreement.
- An agreement ratified under section 23(3) is filed in Form 3 within thirty days of ratification.
- Check the current form and fee on the MCA portal, because the Rules have been amended since 2009.
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
- Form 5 under section 19: changing the name of an LLP
Disclaimer: Based on the Limited Liability Partnership Rules, 2009 as notified on 1 April 2009 (G.S.R. 229(E)), as consulted on 1 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.