Limited Liability Partnership (LLP) Agreement is a written document that outlines the terms and conditions between the partners of a Limited Liability Partnership (LLP) firm. The LLP agreement is an important document that lays down the rights, duties, and obligations of the partners in an LLP and helps to avoid disputes and misunderstandings between the partners.
LLP agreements are often drafted at the time of formation of the LLP, however, as the business evolves and grows, it may become necessary to change the LLP agreement. Changes in the LLP agreement can be made to accommodate new partners, changes in business operations, changes in the law, or other reasons.
Process of Changing an LLP Agreement in India
Approval of Partners
The first step in changing an LLP agreement is to obtain the approval of the partners. The partners should be informed about the proposed changes to the LLP agreement and they should be given sufficient time to consider the changes. A majority of the partners must agree to the proposed changes before they can be incorporated into the LLP agreement.
Filing of Amendment with Registrar of Companies (ROC)
Once the partners have approved the changes to the LLP agreement, the next step is to file the amendment with the Registrar of Companies (ROC). The amendment must be filed in Form 3 along with the revised LLP agreement and the consent of the partners. The ROC will then review the amendment and approve it if it meets the requirements under the Limited Liability Partnership Act, 2008.
Payment of Fees
A fee must be paid to the ROC for the amendment of the LLP agreement. The fee depends on the amount of capital in the LLP and can be calculated using the Companies (Registration Offices and Fees) Rules, 2014.
Issuance of Certificate of Amendment
Once the ROC has approved the amendment, a certificate of the amendment will be issued. This certificate is proof that the amendment has been made and is legally binding.
Updating of Records
The final step in the process of change in LLP agreement is to update the records of the LLP. The revised LLP agreement should be kept on file and should be readily available for reference.
It is important to note that any changes made to the LLP agreement must be in compliance with the Limited Liability Partnership Act, 2008, and must not conflict with the laws of India.
In conclusion, changing an LLP agreement is a relatively straightforward process that involves obtaining the approval of the partners, filing the amendment with the ROC, paying the fees, obtaining a certificate of amendment, and updating the records of the LLP. The process of changing an LLP agreement helps to ensure that the LLP remains compliant with the law and that the rights, duties, and obligations of the partners are clearly defined.