After LLP Incorporation is completed and if there is requirement for adding new Designated partner/Partners in LLP then need to follow below mentioned procedure:
I. Consent of Partners
To add a new Partner to an existing LLP, consent of all existing Partners is usually required. However, if the LLP agreement permits, single Partner can also have the powers to admit new Designated partner/Partners to the LLP without consent of all the existing Partners in the LLP.
The new Partner wishing to join the LLP must give intimation of his/her intent to join the LLP in Form 9.
II. Supplementary Deed
Prepare the Addendum/ Supplementary Deed to the Original/Initial LLP Agreement to give effect of admission of new partner. Once, the person is admitted as a new Partner, the LLP has to file Form 4 within 30 days from the date he/she becomes Partner in the LLP. LLP eForm 4 must be signed by an existing Designated Partner.
Special Note: In case if there is change in LLP agreement due to change in Designated partners/ Partners, Form 4 need to be filed along with Form 3 as Linked form.
Attachments of Form 3
-Supplementary Deed (must be on Stamp paper as per Stamp Act)
Attachments of Form 4
– Consent of new partners (Form 9)
– Certified Copy of Resolution of LLP.
General FAQs
A. Who can be a Designated Partner in LLP?
Designated partners can only be individuals. Among the members of a Limited Liability Partnership, two or more partners can be designated as a Designated Partner. In all LLP, atleast one of the Designated Partner must be an Indian Resident.
B. Who can’t be a Designated Partner?
The persons listed below do not qualify to be a designated partner:
- An undischarged insolvent.
- A person who was declared involvement in the preceding five years.
- A person who has withheld payments to his creditors at any point of time in the preceding five years of time, and has not made a composition with the creditors.
- A person who has been imprisoned for any immoral acts, and where the period of the sentence was at-least 6 months.
- Minors below the age of 18 years.
C. In case of Vacancy of Designated Partner
The LLP Act has provided for a 30 days period for filling up of a vacancy of a designated partner. If no designated partner is appointed, or if at any time there is only one designated partner, each partner of the LLP shall be deemed to be a designated partner.
D. In case of death of Partner
After a partner’s death, the business is continued in the same LLP, the existing partners use of that name or of the deceased partner’s name as a part thereof shall not of itself make his legal representative or his estate liable for any act of the LLP done after his death.
E. Contribution by the partners
The contribution may consist of money, tangible or intangible property, or any other benefits such as promissory notes, contracts for services performed or to be performed. The obligation of a partner to contribute money or property to a LLP shall be as per the LLP agreement.
Hence, there is no requirement for a specific amount of monetary contribution to be made to become a partner. However, the eforms that are filed online with the MCA do not allow Zero contribution. So it would be suggestive to keep a nominal value of INR 100 or 1000 (as suitable) just to conclude the process.
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