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Notice for Partner Change in LLP – Form 4 Filing | NDS Avla

Notice for Partner Change in LLP – Form 4 Filing

Mandatory Notification of Partner and Designated Partner Appointments & Cessations Under Section 25 of the LLP Act 2008

When any change occurs in an LLP's partners — whether a new partner joining, an existing partner retiring or being removed, an ordinary partner being elevated to Designated Partner status, or a Designated Partner stepping down — the LLP must file a notice of the change with the Registrar of Companies using Form 4 within 30 days of the change. This is the primary mechanism through which the MCA's records of LLP partners are kept current and legally accurate.

Form 4 captures both the outgoing partner's cessation details and the incoming partner's appointment details — along with their DPIN (for Designated Partners), PAN, nationality, date of change, and the manner in which they became a partner. It must be filed alongside Form 3 (LLP Agreement amendment) whenever the partner change also results in a change to the LLP Agreement — such as a change in contribution, profit-sharing, or partner roles.

Our Form 4 Partner Change Services

New Partner Onboarding

Drafting the admission clause for the LLP Agreement, obtaining DPIN for new Designated Partners, verifying incoming partner's DPIN/PAN eligibility, and filing Form 4 + Form 3 within 30 days of the partner's admission date.

Partner Retirement / Exit

Managing the retirement or cessation of an existing partner — settlement of capital account, update of LLP Agreement (profit sharing and contribution), and Form 4 + Form 3 filing to remove the outgoing partner from MCA records.

Designated Partner Status Change

Facilitating the transition of an ordinary partner to Designated Partner (or vice versa) — including DPIN application for newly designated partners, consent letter preparation, and Form 4 filing for the status change.

DPIN Procurement

Applying for a new Designated Partner Identification Number (DPIN) for incoming designated partners who do not yet have one — a prerequisite for any Form 4 filing appointing a new Designated Partner.

Partner Change Scenarios and Required Filings

ScenarioForms RequiredFiling Deadline
New ordinary partner joiningForm 4 + Form 3 (if LLP Agreement updated)Within 30 days
New Designated Partner appointmentForm 4 + Form 3 (if agreement updated)Within 30 days
Partner retirement / resignationForm 4 + Form 3 (if agreement updated)Within 30 days
Death of a partnerForm 4 (cessation) + Form 3 (if survivor arrangement)Within 30 days of knowledge of death
Ordinary partner → Designated PartnerForm 4 (cessation as ordinary + appointment as DP)Within 30 days
Designated Partner → Ordinary PartnerForm 4Within 30 days
⚠️ Every LLP must have at least 2 Designated Partners at all times. If one Designated Partner ceases and the LLP falls below 2, a replacement Designated Partner must be appointed immediately — and Form 4 for both the cessation and the new appointment must be filed within 30 days.

Frequently Asked Questions

What is a DPIN and does every new Designated Partner need one?
A Designated Partner Identification Number (DPIN) is a unique identifier allotted by the MCA to individuals acting as Designated Partners in an LLP — similar to a DIN for company directors. Every individual who is to be appointed as a Designated Partner of an LLP must obtain a DPIN before their appointment is filed via Form 4. DPIN can be obtained by applying through the MCA portal using Form DIR-3 (the same form used for DIN applications). Individuals who already have a DIN can use the same number as their DPIN — DIN and DPIN are now interchangeable on the MCA system.
Can a partner retire without the other partners' consent?
This depends on the LLP Agreement. The LLP Act provides that a partner can retire from the LLP in accordance with the LLP Agreement. Most well-drafted LLP Agreements specify a notice period for retirement (typically 30–90 days) and conditions for settling the retiring partner's capital account, share of profits, and any goodwill. If the LLP Agreement is silent, Section 24 of the LLP Act provides default provisions for retirement. A partner cannot simply stop participating — formal retirement under the agreement and Form 4 filing are required for the MCA records to reflect the change.
What happens if Form 4 is not filed after a partner change?
The partner change is effective between the partners from the date it occurs — but the outgoing or incoming partner remains or does not appear in the MCA's official records. This creates serious problems: an outgoing partner who is still on MCA records may continue to be held responsible for the LLP's statutory compliance (Form 11, Form 8, DPIN KYC). A new partner who is not yet on MCA records cannot be treated as an official partner in regulatory and contractual contexts. Late filing of Form 4 attracts ₹100 per day in penalties. Prompt filing is essential.

Partner Joining or Leaving Your LLP? File Form 4 Within 30 Days.

Our LLP compliance team manages DPIN procurement, consent documentation, LLP Agreement updates, and Form 4 + Form 3 filings — ensuring your partner changes are reflected correctly and promptly in MCA records.

File Partner Change Now
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