We changed our LLP agreement. Do we have to file Form 3 within 30 days?
Changed your LLP agreement? File Form 3 within 30 days of the change. What the filing needs, the fee slabs, the late-fee table, and what to do if you are late.
CA Harun Raaj
pvtltd.co
Your partners met. You agreed to change the profit-sharing ratio, add a line of business, or alter how decisions are taken. You signed a supplementary agreement. Now someone asks: do we have to tell the Registrar?
Yes. The change must be filed. This guide explains what the law says, the clock, the fee, and the steps on the portal.
Why the filing exists
An LLP runs on its LLP agreement. The agreement fixes the mutual rights and duties of the partners, and of the LLP and its partners (s.23(1), Limited Liability Partnership Act 2008).
The Registrar keeps a copy of that agreement on the public record. So the Act says the agreement "and any changes, if any, made therein shall be filed with the Registrar in such form, manner and accompanied by such fees as may be prescribed" (s.23(2), Limited Liability Partnership Act 2008).
The form prescribed for this is Form 3 (rule 21, Limited Liability Partnership Rules 2009).
What changes need Form 3
Any change made in the LLP agreement. The rule does not carve out "small" changes. The current Form 3 asks you to say what the change was about. The choices are:
- change in business activities
- change in partners
- change in a partner's contribution and profit-sharing percentage
- change for other reasons
(LLP Form No. 3, as substituted by the Limited Liability Partnership (Second Amendment) Rules 2022.)
So a new partner who joins under the agreement, a change in who contributes what, a new business activity, or a rewritten clause on meetings or disputes all go through Form 3.
One point causes confusion. Form 3 is not the same as Form 4. Form 4 is the notice when a person becomes or stops being a partner or designated partner, or when a partner's name or address changes (s.25(2), Limited Liability Partnership Act 2008, read with the Form 4 requirement in the Limited Liability Partnership Rules 2009). Form 3 reports the change in the agreement itself. A new partner joining usually needs both.
The current Form 3 even asks for the reference numbers (SRN) of Form 4 or Form 5 filed in the last one year, through which a notice of change was given to the Registrar (LLP Form No. 3).
The deadline clock
The rule says: "any change made in the limited liability partnership agreement shall be filed in Form 3 within thirty days of such change alongwith the fee as provided in Annexure 'A'" (rule 21, proviso, Limited Liability Partnership Rules 2009).
So:
- The clock starts on the date of the change. The current Form 3 itself asks for the "Date of modification of the agreement".
- You have thirty days from that date.
- The fee goes in with the form.
What it costs on time
The fee depends on the LLP's contribution. Annexure A fixes the normal filing fee for filing any form or document, as substituted by the Limited Liability Partnership (Amendment) Rules 2022 (notification dated 11 February 2022):
(Annexure A, item 3, Limited Liability Partnership Rules 2009, as substituted in 2022.)
There is an extra rule for LLPs that increase their contribution. Annexure A also fixes registration fees by contribution slab. If the contribution moves into a higher slab, "the difference between the fees payable on the increased slab of contribution and the fees paid on the preceding slab of contribution shall be paid through Form 3" (Annexure A, item 2). So if the change raises your total contribution across a slab, the Form 3 fee is bigger than the table above. The registration slabs in Annexure A item 1 run from ₹500 (contribution up to ₹1 lakh) to ₹25,000 (contribution above ₹1 crore).
What it costs if you are late
If a document is not filed in time, the law lets you file it later on paying an additional fee, on top of the normal fee (s.69, Limited Liability Partnership Act 2008, as substituted w.e.f. 1 April 2022). The same section adds that the late filing is "without prejudice to any other action or liability under this Act". Paying the late fee does not wipe the slate clean.
The additional fee is set by delay and by whether the LLP is a "small LLP" (Annexure A, item 8, Limited Liability Partnership Rules 2009, as substituted in 2022):
The table gives the additional fee as a multiple of the normal filing fee. A late Form 3 therefore costs the normal fee plus the multiple shown for the delay. The rule table is headed "Period of delays" and does not spell out how that period is counted, so confirm the band on the portal before you pay. For delay beyond 360 days, the multiples shown apply to forms other than Form 8 and Form 11.
Who is a small LLP
The Act defines a "small limited liability partnership". One limb is a contribution that "does not exceed twenty-five lakh rupees or such higher amount, not exceeding five crore rupees, as may be prescribed". Another is turnover, as per the Statement of Accounts and Solvency for the immediately preceding financial year, that "does not exceed forty lakh rupees or such higher amount, not exceeding fifty crore rupees, as may be prescribed" (s.2(1)(ta), Limited Liability Partnership Act 2008).
The Act allows the Government to prescribe higher limits. The higher limits, if any, are set by rules that we have not relied on here. Check the current figure on the MCA portal before you decide you are a small LLP.
Other consequences of not filing
A late filing is also a contravention. The Act provides a general penalty for contraventions where no penalty is provided elsewhere: "five thousand rupees and in case of a continuing contravention with a further penalty of one hundred rupees for each day after the first during which such contravention continues, subject to a maximum of one lakh rupees" (s.74, Limited Liability Partnership Act 2008). Whether this applies to a given default is a question for your CA, because s.74 applies only where no other penalty is provided.
Step by step: filing Form 3
- Get the change in writing. Have a supplementary or amended LLP agreement signed by the partners as the existing agreement requires. Note the date of the modification.
- Collect the old filings. Keep your last Form 3, and the reference numbers of any Form 4 or Form 5 filed in the past year.
- Open Form 3 on the MCA portal. At the top, the form asks what it is filed for. Choose "For information with regard to changes in LLP Agreement" (LLP Form No. 3). Enter the LLPIN and the LLP's name, registered office and email.
- Fill the change details. Enter the date of modification, the number of changes made till date, and the reason for the change. Then fill the sections that changed: business activities, contributions and profit shares, mutual rights and duties, restrictions on partners' authority, management, meetings, disputes, winding up, and so on. The form also takes a before-and-after view of partners and designated partners (LLP Form No. 3).
- Attach the documents. The form asks for the initial LLP agreement and the supplementary or amended agreement containing the changes. There is also an optional attachment slot (LLP Form No. 3).
- Sign the statement. A designated partner digitally signs the statement. It says the particulars match the agreement, that the original agreement will be produced whenever called for, and that "in case of change in contribution, the fees payable to Registrar have been/are being paid" (LLP Form No. 3).
- Get the professional certificate. The form carries a certificate by a Chartered Accountant, Cost Accountant or Company Secretary in whole-time practice. The professional certifies that the particulars were verified from the books and records of the LLP and that all required attachments are attached (LLP Form No. 3).
- Pay the fee and submit. Pay the normal fee, plus any additional fee if you are late, plus any difference for a contribution slab increase.
What not to do
- Do not wait for the annual filing. Form 3 has its own thirty-day clock. Filing Form 8 or Form 11 later does not replace it.
- Do not file Form 4 and assume the agreement change is reported. The two forms report different things.
- Do not backdate. The date of modification is a statement in a form signed by a designated partner. It must be the true date.
- Do not treat the late fee as the end of it. The Act says late filing is without prejudice to any other action or liability (s.69, Limited Liability Partnership Act 2008).
What to do now
- Next step: Find the date the agreement change took effect and open Form 3 on the MCA portal, choosing "changes in LLP Agreement" (rule 21, Limited Liability Partnership Rules 2009; LLP Form No. 3).
- Deadline: Thirty days from the date of the change (rule 21, proviso, Limited Liability Partnership Rules 2009).
- Consequence of delay: Additional fee on a sliding scale, from one time to fifty times the normal fee depending on delay and LLP size (Annexure A, item 8, Limited Liability Partnership Rules 2009; s.69, Limited Liability Partnership Act 2008), and possible penalty under s.74, Limited Liability Partnership Act 2008.
Have a CA review your facts before you act or file.
Frequently asked questions
Is Form 3 needed when the LLP is first set up?
Yes, in a different mode. Rule 21 requires information about the LLP agreement in Form 3 within thirty days of incorporation (rule 21(1), Limited Liability Partnership Rules 2009; the current form is filed for "initial LLP Agreement"). This article is about changes made afterwards.
Do we file Form 3 when a partner joins?
When a person becomes a partner, Form 4 is filed as the notice under s.25(2) of the Act. If the LLP agreement itself changes as a result, for example in the contribution and profit-sharing details, Form 3 is also filed. The current Form 3 lists "change in partner(s)" as one of the reasons for a change.
Does an increase in contribution cost extra?
It can. If the contribution moves into a higher slab, the difference between the fee for the new slab and the fee paid for the previous slab is paid through Form 3 (Annexure A, item 2, Limited Liability Partnership Rules 2009).
Who signs Form 3?
A designated partner signs the statement digitally, and a Chartered Accountant, Cost Accountant or Company Secretary in whole-time practice signs the certificate (LLP Form No. 3).
We missed the thirty days. Can we still file?
Yes. A document not filed in time may be filed later on paying the additional fee (s.69, Limited Liability Partnership Act 2008). The fee rises with the delay, so file as soon as you can.
Is the Form 3 late fee the same for every LLP?
No. The multiples are lower for a small LLP than for other LLPs (Annexure A, item 8, Limited Liability Partnership Rules 2009).
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