Drafting of Supplementary LLP Agreement

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Drafting of Supplementary LLP Agreement

A Supplementary LLP agreement is a document that dictates the rights, duties as well as the obligations of each partner in the Limited Liability Partnership Company. It also states the way the operations of the LLP are governed as well as business is managed. 
The LLP agreement is a detailed documentation of the governing obligations on the operations, administration, and management. It has to be registered with the Registrar of Companies after incorporation, as well as registered online with MCA within 30 days of receiving the certificate of incorporation.

In The course of the company operations, there are surely going to be new additions in the LLP clauses, as well as specific editions or deletions. To affect these changes befitting the LLP’s current mode of operations, the changes should be documented in the LLP agreement. The change, however, cannot be done in the original document, but has to be carried out in a supplementary LLP Agreement.

What could lead to possible changes in a Limited Liability Partnership agreement?

The different situations under which the LLP agreement needs to be changed are: 

  1. Change in nature of business
  2. Add/ edit/delete of a particular clause of the agreement
  3. In case, there is capital contribution change by the involved partners, this could mean addition, reduction of ratio changes in capital investments.
  4. Hierarchical or management structure change
  5. Documenting important milestones like 
    1. Appointment of new partner
    2. Removal of a partner
    3. Retirement of partner
    4. Voluntary resignation of partner
  6. Any change in the profit or law dynamics between the partners.
  7. Changes in roles and liabilities of the partner in the LLP
  8. In case, the LLP is incorporated for a specified period of time, change in the duration.
  9. Any notable alteration that needs to be documented in the agreement.
Change in any aspect of your business needs change in your LLP agreement.

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Process of Supplementary LLP Agreement

Meeting between the partners for seeking assent

Any notable change to be documented in the LLP agreement should be discussed over a meeting of the partners of the LLP. The consent of the partners is sought by passing a resolution at the meeting.

Authorisation to Designated Partner

An authorisation is given to one of the partners to affect the necessary process of change as well as filing the change with MCA.

Execution of Supplementary LLP Agreement

The LLP agreement can be amended in India only after entering a supplementary deed for LLP, post which a payment of the necessary stamp duty has to be done.

Requirement of Stamp Duty

A stamp duty of more Rs.100 is applicable in almost all the changes directed towards a supplementary LLP agreement. However, in the event of addition of capital into the LLP, where more capital is infused in the company, the payment of stamp duty is as per the State Stamp Act, of the jurisdiction of the registered office of the company.

Validity of the Supplementary Deed and LLP Agreement

The Supplementary agreement is an important document, as it is an extension of the original LLP agreement. The supplementary agreement will be valid until the validity of the original LLP Agreement of the LLP.

The details of the original LLP Agreement will continue to be in force with the additional extensions of the supplementary LLP agreement, unless the changes are recorded in the supplementary LLP agreement.

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Signature of Partners

Signatures of the involved partners are important on the supplementary LLP agreement where applicable, followed by initials on the rest of the pages.

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Attestation by Witnesses

There needs to be two witnesses to affect the Supplementary Deed to the LLP Agreement. These witnesses can be any individual but not parties to the Supplementary Agreement.

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Filing of Application with MCA:

The Form 3 can be filled on the MCA portal to get the supplementary deed for LLP approved by MCA. The application should have the necessary digital signatures of the partner. The designated fee too has to be paid. The entire process should be authorised by a practising Chartered Accountant or a Company Secretary.

List of Documents For Supplementary LLP Agreement

The following documents need to be produced for the Supplementary LLP agreement registration.

  • Original LLP Agreement
  • The Supplementary Deed to LLP Agreement.
  • Resolution passed in the meeting of partners

The application form should be filed within 30 days of execution of the supplementary LLP agreement. Falling to do so might attract a penalty of Rs. 100/- day for each day delayed.


The changes in the LLP will be effective only after a receipt of approval from MCA. The changes will be effective from the date of execution or effective date of change(s).

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