LLP Agreement
& Partner
Changes
File Form 3 for your LLP Agreement and all amendments — profit-sharing, capital, and operational changes. File Form 4 for every change in partners or designated partners — appointment, resignation, cessation, or death. CA/CS-managed filing within 30 days on MCA V3.
Form 3 & Form 4 — The Two Most-Filed LLP Forms
After an LLP is incorporated, its ongoing compliance revolves around two categories of MCA filings: changes to the LLP Agreement (the governing document) and changes to the partners or designated partners. These are handled by Form 3 and Form 4 respectively — and they are the most frequently filed LLP forms across all LLPs in India.
Form 3 is filed when the LLP Agreement is first lodged after incorporation (within 30 days), and every time it is amended — for profit-sharing changes, capital changes, new business activities, or any other modification. Form 4 is filed whenever the composition of the LLP changes — a partner joining, a partner leaving, elevation to Designated Partner, or death of a partner. Both forms carry a strict 30-day filing deadline with a ₹100/day late fee and no cap.
Form 3 and Form 4 Are Almost Always Filed Together
When a new partner joins, the LLP Agreement is amended (Form 3) AND MCA is notified of the new partner (Form 4). When a partner exits, the agreement is amended (Form 3) AND the cessation is reported (Form 4). In almost every partner change scenario, both forms are required simultaneously — TaxClue handles both as a single engagement.
Under Section 23 of the LLP Act, 2008, every LLP must file its LLP Agreement with the Registrar within 30 days of incorporation. Every subsequent amendment to the agreement — for any reason — must also be filed in Form 3 within 30 days of the amendment date. Form 3 keeps MCA's records of the LLP's governing document current and publicly accessible.
When Is Form 3 Required?
Form 3 Not Filed at Incorporation? Penalty Accumulating Daily — File Immediately
Many LLPs are incorporated but never file Form 3 — assuming it is optional or that the CA handled it. It is mandatory under Section 23. The ₹100/day late fee accumulates from day 31 after incorporation with no upper cap. TaxClue can file all pending Form 3 filings and calculate the exact outstanding fee before submission.
Form 4 is the MCA notification for any change in the partners or designated partners of an LLP. Every time a partner joins, leaves, changes their designated status, or passes away — Form 4 must be filed within 30 days of the event. No partner change is valid on MCA records until Form 4 is filed and accepted.
All Scenarios Requiring Form 4
✅ New Partner / DP Joining
- Admission of a new partner with capital contribution
- Admission of a sleeping or nominal partner
- Existing partner appointed as Designated Partner
- Body corporate admitted as a partner
- Individual with DPIN joining as Designated Partner
🚪 Partner Resignation / Cessation
- Voluntary resignation by partner with written notice
- Partner ceasing on expiry of tenure in LLP Agreement
- Removal by partner consensus or court order
- Designated Partner relinquishing designated status
- Body corporate partner struck off or wound up
📋 Change in Partner Details
- Change in partner's name due to marriage or deed poll
- Change in partner's residential address
- DPIN update after DIR-3 KYC reactivation
- Partner's nationality change
- Change in partner's contribution percentage
⚖️ Death / Incapacity / Special
- Death of a partner — filed by surviving designated partner
- Partner declared insolvent by court
- Partner of unsound mind — declared by court
- Body corporate partner being wound up
- Dissolution of a partnership firm that was a partner
Minimum Two Designated Partners at All Times — Sequencing Matters
Every LLP must maintain at least two Designated Partners at all times, with at least one being a resident of India. If a DP resigns and only one will remain, the correct sequence is: (1) first appoint and file Form 4 for the new DP; (2) then file Form 4 for the outgoing DP's resignation. Never process the resignation first — TaxClue always manages this sequencing correctly.
Late Filing Penalties — Both Forms
How TaxClue Files Form 3 & Form 4
Initial LLP Agreement — Form 3 at Incorporation
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1
Draft LLP Agreement
TaxClue's CS drafts the full LLP Agreement covering: LLP name, registered office, LLPIN, partner details and DPINs, nature of business, capital contributions, profit-sharing ratio, decision-making process, remuneration of Designated Partners, indemnification, and dissolution. Executed on stamp paper of appropriate value for your state.
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2
All Partners Sign
All partners and designated partners sign the LLP Agreement. TaxClue co-ordinates execution across all partners including remote signatories, and ensures the document meets state stamp duty requirements.
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3
File Form 3 on MCA V3 Within 30 Days
The executed LLP Agreement is uploaded as an attachment to Form 3 on MCA V3. Signed with the Designated Partner's DSC and filed within 30 days of incorporation. TaxClue targets filing within the first 2 weeks to leave a safety buffer. SRN and acknowledgement delivered immediately.
Partner Change — Form 3 Amendment + Form 4 Together
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1
Prepare Consent / Resignation / Death Certificate
For incoming partners: TaxClue drafts a written consent form. For outgoing partners: a resignation letter is prepared. For death or incapacity: death certificate or court order is collected from the family or legal representative.
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2
Execute Supplementary LLP Agreement
A supplementary deed amending all affected clauses — partner schedule, capital table, profit-sharing ratio — is drafted and executed. All continuing partners (and incoming partner if applicable) sign on stamp paper.
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3
Obtain DPIN for New Designated Partner (if needed)
If the incoming partner is to be a Designated Partner without an existing DPIN, TaxClue files Form DIR-3 to obtain the DPIN — a prerequisite before Form 4 can be filed for the new DP. If they hold a DIN as a company director, the same number applies.
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4
File Form 4 Within 30 Days of Change Event
Form 4 is filed on MCA V3 with: date of change, nature of change, partner details (name, address, DPIN if DP, contribution, profit-share), and the relevant supporting document. Signed with DSC of the filing Designated Partner.
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5
File Form 3 Amendment on Same Day
The supplementary deed is uploaded as a Form 3 amendment filing. Both Form 3 and Form 4 are filed on the same day — meeting both 30-day deadlines simultaneously. TaxClue shares both SRNs upon MCA acceptance.
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6
Post-Change Updates
After MCA confirms both filings, TaxClue assists with: bank mandate update (add/remove partner from signatories), GST portal authorised signatory update, annual return preparation, and any regulatory licence amendments reflecting the new partner composition.
What TaxClue Needs to File Form 3 & Form 4
Form 3 — LLP Agreement / Amendment
Form 4 — Incoming Partner (Joining)
Form 4 — Outgoing Partner (Resignation / Death)
Form 3 & Form 4 — Common Questions
An LLP Agreement is not compulsory — the LLP Act's Schedule 1 applies in its absence. However, Schedule 1 is a bare-minimum framework: equal profit sharing, unanimous consent for most decisions, no remuneration clauses, and no exit provisions. For any LLP with unequal contributions, specific roles, or more than two partners, a customised agreement is strongly recommended. Even when opting for Schedule 1, the LLP must still file a declaration in Form 3 stating that no agreement exists — Form 3 is always required.
Yes — any change to the LLP Agreement requires a Form 3 filing within 30 days, even if no partners join or leave. A change in profit-sharing ratio, capital contributions, business activities, meeting quorum, or remuneration clauses all require a supplementary deed and Form 3. The ₹100/day late fee applies from day 31 onwards with no ceiling.
An LLP must maintain a minimum of two Designated Partners at all times. If a DP's resignation would reduce the count to one, the correct sequence is: (1) appoint a new DP and file Form 4 for the appointment; (2) only then file Form 4 for the outgoing DP's resignation. Processing the resignation first leaves the LLP in violation of Section 7 of the LLP Act. TaxClue always advises on and manages this sequencing.
No — DPIN is required only for Designated Partners, not for regular partners. A regular partner can join without a DPIN — their Form 4 will include their name, address, PAN, and contribution details, but no DPIN. If a regular partner is later elevated to Designated Partner, they must obtain a DPIN via Form DIR-3 before that appointment can be reflected in Form 4.
The 30-day deadline applies for death of a partner as well — the clock starts from the date of death. The surviving Designated Partners must file Form 4, attaching the death certificate. If the deceased was a DP, a replacement DP must be appointed simultaneously (if needed to maintain the minimum of two). TaxClue handles death-of-partner filings urgently.
Yes — a body corporate (company, another LLP, or foreign company) can be a partner under Section 5 of the LLP Act. However, a body corporate cannot be a Designated Partner — DPs must be individuals. When filing Form 4 for a body corporate partner, the body corporate's Certificate of Incorporation, CIN/LLPIN, and the name of the nominated individual representative are required. If the body corporate is later struck off or wound up, it automatically ceases to be a partner and Form 4 must be filed for that cessation.
Form 3 & Form 4 — Filed Within 30 Days
TaxClue drafts the supplementary LLP Agreement, obtains DPIN for new Designated Partners, and files both Form 3 and Form 4 correctly on MCA V3 within the 30-day window — every time, without delays.
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