Section 25 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.
Section 25 sets the reporting chain whenever the partners of an LLP change. A partner must tell the LLP of a change in his own name or address within fifteen days. The LLP must file a notice with the Registrar within thirty days when someone becomes or ceases to be a partner, or when a partner's name or address changes. The 2021 Act replaced the old fines with a flat penalty of Rs 10,000. For these filings, our changes in LLP agreement and partners service can act for you.
A partner must inform the LLP of any change in his name or address within fifteen days (25(1)). The LLP must file a notice with the Registrar within thirty days of a person becoming or ceasing to be a partner, or of a change in a partner's name or address (25(2)). The notice is signed by a designated partner, and one relating to an incoming partner must carry that partner's signed statement of consent (25(3)). Default by the LLP: a penalty of Rs 10,000 on the LLP and every designated partner (25(4)); default by a partner under 25(1): Rs 10,000 on that partner (25(5)). A former partner may file the notice himself if he has reasonable cause to believe the LLP may not (25(6)).
Section 25 at a glance
| Sub-section | What it provides |
|---|---|
| 25(1) | Partner informs the LLP of a change in his name or address within fifteen days |
| 25(2)(a) | LLP files notice within thirty days of a person becoming or ceasing to be a partner |
| 25(2)(b) | LLP files notice within thirty days of a change in a partner's name or address |
| 25(3) | Notice in the prescribed form with fees; signed by a designated partner and authenticated; incoming partner's consent statement |
| 25(4) | Penalty of Rs 10,000 on the LLP and every designated partner for breach of 25(2) |
| 25(5) | Penalty of Rs 10,000 on a partner for breach of 25(1) |
| 25(6) | Former partner may file the notice himself; Registrar seeks confirmation from the LLP |
Section 25(1): the partner's duty to tell the LLP
"Every partner shall inform the limited liability partnership of any change in his name or address within a period of fifteen days of such change." The duty is on the partner, towards the LLP. "Name" and "address" are as defined in section 2(1)(p) and (a): for an individual, forename, middle name and surname and the usual residential address; for a body corporate, its registered name and the address of its registered office.
Section 25(2): the LLP's duty to file
The LLP "shall":
- (a) where a person becomes or ceases to be a partner, file a notice with the Registrar within thirty days from the date he becomes or ceases to be a partner; and
- (b) where there is any change in the name or address of a partner, file a notice with the Registrar within thirty days of such change.
Note how the two clocks fit. A partner has fifteen days to tell the LLP; the LLP has thirty days from the change itself to file. The LLP's thirty days do not wait for the partner's report, so a partner who is slow can put the LLP in default.
Example. Deepa changes her residential address on 1 March. She must tell the LLP by 16 March (fifteen days). The LLP must file the notice with the Registrar within thirty days of the change, that is by 31 March. If she tells the LLP only on 25 March, the LLP has six days left.
Section 25(3): what the notice must be
A notice under 25(2):
| Clause | Requirement |
|---|---|
| (a) | In such form and accompanied by such fees as may be prescribed |
| (b) | Signed by the designated partner of the LLP and authenticated in the manner prescribed |
| (c) | If it relates to an incoming partner, it must contain a statement by that partner that he consents to becoming a partner, signed by him and authenticated in the manner prescribed |
The Act gives no fee. For the form in practice, see our post on Form 4 under section 25 and our guide to changes in partners: addition, cessation and changes.
Clause (c) matters: an incoming partner's consent is part of the filing. This links to section 22, where a person becomes a partner by and in accordance with the LLP agreement, and to section 5, which bars certain individuals from becoming partners (see section 22).
Section 25(4) and (5): the penalties after 2021
Sub-sections (4) and (5) were substituted by the 2021 Act (clause 11).
| Sub-section | Contravention | Who | Penalty |
|---|---|---|---|
| 25(4) | Of sub-section (2): late or no notice by the LLP | The LLP and its every designated partner | Rs 10,000 |
| 25(5) | Of sub-section (1): partner does not inform the LLP within fifteen days | The partner concerned | Rs 10,000 |
Before the 2021 amendment, both sub-sections provided a fine of not less than Rs 2,000 and up to Rs 25,000 (the earlier text of 25(4) and (5), as printed in the Act as originally enacted). The new sub-sections state a single amount and name no daily addition, so on their words the penalty is Rs 10,000 each time they apply.
Section 25(6): a former partner may file
"Any person who ceases to be a partner of a limited liability partnership may himself file with the Registrar the notice referred to in sub-section (3) if he has reasonable cause to believe that the LLP may not file the notice with the Registrar." If he does, the Registrar shall obtain a confirmation from the LLP unless the LLP has also filed such notice.
Proviso: where no confirmation is given by the LLP within fifteen days, the Registrar shall register the notice made by the person ceasing to be a partner.
This protects the leaver. Under section 24(3), a former partner is regarded by those dealing with the LLP as still a partner until they have notice or the Registrar has been given notice (see section 24). Without section 25(6), a leaver would depend on the LLP to file. The sub-section does not say what proof of "reasonable cause" the Registrar needs.
What changed in 2021
The 2021 Act substituted only sub-sections (4) and (5) of section 25 (clause 11). Sub-sections (1), (2), (3) and (6) stand as originally enacted.
Practical points
- Ask partners to report any name or address change at once; the LLP's thirty days start at the change, not at the report.
- On admission, collect the new partner's signed consent statement for the filing.
- Have a designated partner sign the notice (25(3)(b)).
- A leaving partner who doubts the LLP will file should keep proof of the notice and consider filing himself under 25(6).
Need help with filing a change in partners?
Late filings cost Rs 10,000 each for the LLP and each designated partner, and the notice has to carry the right consent and signatures. Our changes in LLP agreement and partners team can prepare the notice, collect the consent statement and keep the thirty-day timeline in view.
Key takeaways
- A partner tells the LLP of a change in his name or address within fifteen days (25(1)).
- The LLP files with the Registrar within thirty days of a person becoming or ceasing to be a partner, or of a name or address change (25(2)).
- The notice is signed by a designated partner; an incoming partner's consent statement is part of it (25(3)).
- Penalties are Rs 10,000 on the LLP and every designated partner (25(4)) and Rs 10,000 on a defaulting partner (25(5)).
- A former partner may file himself if the LLP may not (25(6)).
Read next
- Section 24: cessation of partnership interest
- Section 22: eligibility to be partners
- Form 4 Under Section 25: Partner Appointment, Cessation and Change
- How to File LLP Form 4: Change in Partners
Disclaimer: Based on the Limited Liability Partnership Act, 2008 as amended by the Limited Liability Partnership (Amendment) Act, 2021, as consulted on 1 October 2026. Forms, fees and procedure are set by the LLP Rules, 2009 as amended from time to time. This article is general information, not legal advice; check the official text before acting.