LLP Agreement

  LLP FORM – 3

The purpose of filing the LLP Form No. 3 is to provide information regarding the Limited Liability Partnership Agreement in case of a newly incorporated LLP and for providing the information regarding changes in the LLP Agreement in case of an existing LLP. This form is required to be filed within 30 days of incorporation of Limited Liability Partnership or within 30 days of passing the resolution for Modification in LLP Agreement. LLP Agreement is required to be executed before filing Form 3 as it is a mandatory attachment. The LLP Agreement shall be printed on a stamp paper of prescribed value and notarized.

In case of Initial LLP agreement fields 2, 3, 4 and Part A are required to be filled.

In case of Change in LLP Agreement, fields 2, 3, 4 and Part B are required to be filled.

Contents of LLP Form No. 3

• Limited Liability Partnership Identification Number (LLPIN)
• Name of the LLP (prefilled)
• Registered Office Address and Email id (prefilled)

Part A

• Place of agreement
• Date of Agreement
• Business activities to be carried on.
• of partners, capital contribution and their profit sharing ratio.
• Mutual Rights and duties of partners.
• Restrictions, if any, on the partners’ authority.
• Clause for Management and administration of LLP.
• Provisions of indemnity clause.
• Provisions regarding admission of new partner, retirement, cessation, expulsion and resignation of a partner.
• Provisions regarding resolution of disputes between the partners and partners and LLP.
• Clause relating to voluntary winding up.

Part B

• Date of Modification in LLP Agreement.
• Reason for change in LLP Agreement.
• Business activities to be carried out after change in LLP Agreement.

The form shall be digitally signed by a Designated Partner mentioning his/her DPIN.

Due date of filing of LLP FORM No. 3.

After the execution of LLP Agreement Form No. 3 shall be filed with MCA within 30 days of incorporation of LLP. Non-filing of Form 3 attracts penalty which is Rs.100 per day and there is no maximum limit prescribed under law. Therefore, the maximum penalty can be the no. of days beyond 30 days multiplied by Rs.100.

Stamp Duty on LLP Agreement

Stamp duty is a state subject as per the Constitution of India. Therefore, stamp duty varies state to state.