LLP agreement is an important document of Limited Liability Partnership Registration, it consists of the details of the LLP like name, business activities, date of incorporation, details of the partners, and other bye-laws or constitution of the LLP. LLP agreement is just like MOA and AOA of the company, it contains everything of the LLP like its business activity and the way it will work. It is drafted, signed, notarized within 30 days from the date of incorporation of LLP.
During the tenure of the LLP, various changes can be made to simplify the business operation of the LLP. Changes depend upon various reasons like when it is required, why it is required, etc. it is very important to make the changes from time to time as it helps in the growth of the LLP and also give strength to compete with the global market. There are so many grounds of changes in the LLP agreement, let’s have a look into it.
The Following Are The Ground Of Changes In The LLP Agreement
- Changes in the partner (add or remove)
- Changes in the name of the LLP
- Changes in the business activity
- Changes in the address of the LLP
- Changes in the rights or duties or liabilities of the partners
- Changes in the capital contribution or changes in the profit-sharing ratio
- Changes in the management structure of the LLP
- Changes in the duration of the LLP (add or reduce)
- Any other changes in the agreement
The Process For Alteration Of The LLP Agreement:
No changes can be made in the LLP agreement without the prior consent of all the partners of the LLP and prior approval of ROC. The steps for alteration are as follows:
Step 1 - Consent Of All Partners
Before the amendment of the LLP agreement consent of partners are required and it shall be in the form of a resolution passed in the meeting of the partners of the LLP.
Step 2 - Authorization
In the meeting of the partners a person shall be authorized for taking all the necessary steps in respect of such alteration. That person can be any designated partner of the LLP because the forms which are required to be submitted to the ROC shall be signed by the designated partner of the LLP
Step 3 - Execution Of Supplementary LLP Agreement
After passing the resolution in the meeting for the alteration the new supplementary deed shall be executed and the same shall be signed and notarized before submitting to the ROC.
The agreement shall be made in the stamp paper and the value of the stamp paper of the agreement is according to the State Stamp Act. All the supplementary LLP agreement shall be executed on at least Rs. 100/- stamp paper except in case of changes in the capital as in this case the value of stamp paper depends upon the amount of capital.
Step 4 - Signed By The Partners And Witness
After notarization, the agreement shall be signed by the partners or designated partners on all the pages and it shall also get signed by the witness and their details shall be mentioned in the agreement in the witness column.
Step 5 - Submission Of The Agreement
After all the above steps, a final form shall be submitted to the ROC along with documents and fees. The documents which shall be submitted are:
- Copy of resolution passed in the meeting
- Copy of original agreement
- Copy of supplementary agreement
- Any other documents as may be required
These documents shall be submitted in Form 3 along with other forms and fees. The form name is always depending upon the type of changes and the fees for the same is also vary from each other.
Step 6 - Approval From ROC
Once the changes are approved by the ROC they will be binding on all and they cannot be denied by either the partners or any other person.
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