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.
Form 3 — LLP Agreement & Amendments
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.
| Form 3 — Key Filing Details | |
|---|---|
| Legal basis | Section 23 — LLP Act, 2008 |
| Initial filing | Within 30 days of incorporation |
| Amendment deadline | Within 30 days of amendment date |
| Late fee | ₹100 per day — no upper cap |
| DSC required | Designated Partner's DSC |
| Portal | MCA V3 LLP portal |
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 — Change in Partners / Designated Partners
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.
✅ 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
| Form 4 — Key Filing Details | |
|---|---|
| Legal basis | Section 25 — LLP Act, 2008 |
| Filing deadline | Within 30 days of change event |
| Late fee | ₹100 per day — no upper cap |
| DSC required | Outgoing + incoming partner DSCs |
| DPIN required | For all Designated Partners only |
| Portal | MCA V3 LLP portal |
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.
How TaxClue Files Form 3 & Form 4
Initial LLP Agreement — Form 3 at Incorporation
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.
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.
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
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.
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.
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.
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.
File Form 3 Amendment on Same Day
The supplementary deed is separately filed 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.
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
Executed LLP Agreement
Signed by all partners on stamp paper (initial filing)
Supplementary Deed
Amendment deed signed by all continuing partners (for amendments)
DSC of Designated Partner
DSC of the designated partner filing Form 3
LLPIN of the LLP
LLP Identification Number
Current CoI
Current Certificate of Incorporation
Partner Resolution
Resolution authorising the amendment (if required by existing LLP Agreement)
Written Consent
Incoming partner agreeing to LLP Agreement terms
PAN Card
PAN card of the incoming partner (individual) or Certificate of Incorporation (body corporate)
Aadhaar Card
Aadhaar card of incoming partner for identity and address verification
DPIN of Incoming DP
DPIN of incoming Designated Partner (via DIR-3 if not yet issued)
DSC of Incoming DP
DSC of incoming Designated Partner (if joining as DP)
Capital Contribution Proof
Proof of capital contribution — bank statement showing deposit in LLP account
Resignation Letter
Signed by outgoing partner (for voluntary resignation)
Death Certificate
Issued by municipal authority (for death of partner)
Court Order
Court order or insolvency order (for compulsory cessation by court direction)
Consent of Remaining Partners
Consent of all remaining partners acknowledging the resignation or cessation
Settlement Deed
Settlement deed confirming capital repayment and profit settlement with outgoing partner
DSC of Remaining DP
DSC of the remaining Designated Partner filing Form 4
Form 3 & Form 4 — Common Questions
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.
🔒 Confidential · 4.9★ Google Rating · No Hidden Charges · CA & CS Assisted