Is LLP Agreement mandatory at incorporation?

No. If not filed, Schedule I Model LLP Agreement applies by default. A custom agreement can be executed later and filed via Form 3 within 30 days.

What if Form 3 is not filed after agreement amendment?

The amendment is effective between partners but not on MCA records. Late fee of ₹100/day applies. MCA records remain as last filed until Form 3 is submitted.

Do all partners need to sign an LLP Agreement amendment?

Depends on the agreement. Typically unanimous or majority consent (by contribution value) is required per the agreement's amendment clause.

LLP Agreement & Changes – Form 3 Filing for LLP Agreement Amendments | NDS Avla

LLP Agreement & Changes – Form 3 Filing for Amendments

Drafting, Amending, and Filing the LLP Agreement Under Section 23 of the LLP Act 2008 — Partner Consent Management and MCA E-Filing

The LLP Agreement is the constitutional document of a Limited Liability Partnership — it governs the rights, duties, and obligations of partners inter se, and between the partners and the LLP. Under Section 23 of the LLP Act 2008, the LLP Agreement (and any amendment to it) must be filed with the Registrar of Companies using Form 3 within 30 days of incorporation or within 30 days of any subsequent change to the agreement.

Over the life of an LLP, its Agreement will typically need to be amended multiple times — as partners join or leave, contribution ratios change, profit-sharing arrangements evolve, the LLP's business scope expands, or governance structures are updated. Each such amendment must be documented in a Supplementary LLP Agreement or a restated Agreement, signed by all consenting partners, and filed with the ROC via Form 3.

Our LLP Agreement Services

Initial LLP Agreement Drafting

Drafting a comprehensive initial LLP Agreement at incorporation — covering partner contributions (monetary and non-monetary), profit and loss sharing ratios, management and voting rights, decision thresholds, admission and exit of partners, and dispute resolution.

Supplementary Agreement Drafting

Drafting a Supplementary LLP Agreement to document specific amendments — change in profit ratio, addition of a new partner, increase in contribution, change in designated partner status — while keeping the main agreement intact except as amended.

Restated/Consolidated Agreement

Where multiple amendments have accumulated, drafting a clean restated LLP Agreement incorporating all changes — replacing the original and all supplements with a single, updated document for operational clarity.

Partner Consent Coordination

Managing the consent process — ensuring all partners (or the required majority per the existing agreement) sign the amended agreement with valid DSCs or physical signatures as applicable.

Form 3 E-Filing

Preparing and filing Form 3 on the MCA21 portal within 30 days of the agreement change — with the amended LLP Agreement as attachment, DSC of a Designated Partner, and applicable filing fees.

Linked Form 4 Filing

Where a LLP Agreement amendment accompanies a partner change (addition/cessation), coordinating the simultaneous filing of Form 4 (partner change notification) along with Form 3 to keep MCA records fully aligned.

Common LLP Agreement Changes Requiring Form 3 Filing

Type of Change	Additional Forms	Filing Deadline
Change in profit / loss sharing ratio	Form 3 only	Within 30 days of consent
Change in partner contribution amount	Form 3 only	Within 30 days of change
Addition of new partner	Form 3 + Form 4	Within 30 days of addition
Retirement / cessation of partner	Form 3 + Form 4	Within 30 days of cessation
Change in designated partner	Form 3 + Form 4	Within 30 days of change
Change of registered office (cross-state)	Form 3 + Form 15	Within 30 days of change
Change in business objects / activity	Form 3 only	Within 30 days of consent
Amendment to decision-making thresholds	Form 3 only	Within 30 days of consent

⚠️ If no LLP Agreement is filed at incorporation (which is permitted — the Model LLP Agreement under Schedule I then applies), and the partners subsequently wish to execute a custom LLP Agreement, Form 3 must be filed within 30 days of execution.

Frequently Asked Questions

Is it mandatory to file an LLP Agreement at the time of incorporation?

No. An LLP Agreement is not mandatory at incorporation. If no agreement is filed, the Schedule I Model LLP Agreement (prescribed under the LLP Act) applies by default — governing matters such as equal profit sharing, equal voting rights, and unanimous consent for major decisions. However, most LLPs choose to file a customised agreement at incorporation (or shortly after) to have tailored governance arrangements. If an agreement is subsequently executed, Form 3 must be filed within 30 days.

What happens if an LLP Agreement is amended but Form 3 is not filed?

The amendment is legally effective between the partners from the date they agreed to it — but it is not reflected in the MCA's public records. From the MCA's perspective, the LLP's agreement remains as it was last filed. Late filing of Form 3 attracts a ₹100 per day late fee with no maximum cap. More importantly, an unamended MCA record can create complications in legal disputes, regulatory enquiries, and due diligence processes — where third parties rely on the MCA's records as the authoritative source of the LLP's current structure.

Do all partners need to sign the amended LLP Agreement?

The LLP Agreement itself specifies the consent threshold for amendments. A well-drafted LLP Agreement typically requires either unanimous consent or a specified majority (e.g. 75% by contribution value) for amendments. If the existing agreement is the Schedule I Model Agreement (applied by default), Section 21 of the LLP Act requires that changes to the LLP Agreement be consented to by a majority of the partners. Our team reviews the specific agreement before advising on the required consent — and drafts the amendment accordingly.

Need to Amend Your LLP Agreement or File Form 3?

Our LLP specialists draft Supplementary Agreements, manage partner consent, and e-file Form 3 on MCA21 within the 30-day window — keeping your LLP's constitutional documents current and compliant.

Amend LLP Agreement