Change of Partners of LLP

Change partners of LLP starting from ₹ 4,500/- 

 

Execution of Supplementary Deed

 

Filing within 30 days of change

 

Simple & Secure Online Process

 

Dedicated Professional

 

Expert CS Advice

 

Get the Partners Change in 7-10 days

 

Introduction

A Limited Liability Partnership (LLP) is managed by its partners who look after its operations as well as directs the LLP towards accomplishment of its goals and vision. The status of the Limited Liability Partnership is not affected by the addition or exit of a partner; but impacts the growth of the business and responsibilities of other partners. The change in the details of partners can be changed only after the approval from the Ministry of Corporate Affairs.

In order to add or remove a partner from Limited Liability Partnership, the consent of other partners is required to be obtained, and the respective changes should be made in the LLP Agreement. The application to the Ministry of Corporate Affairs is to be filed within 30 days from the effective date of the change.

Legal Window has a team of experts providing you with the best assistance, timely delivery and guaranteeing the highest customer satisfaction with respect to change in partner of LLP. You may get in touch with our team on 072407-51000 or email admin@legalwindow.in

Need of Change in Partners of LLP

Infusion of 
Additional Capital 
or Expertise

Generally, a partner is appointed either for his/her expertise or need of capital. As the partner in LLP increases the capital also increases henceforth the borrowing power of the firm with loan opportunities. The Admission of a partner leverages the skills and knowledge. The diversity of knowledge and goodwill base helps the business to grow.


Inability of the
 existing 
Partner

In certain cases the existing partner of the Limited Liability Partnership may not be able to contribute full time after a certain period due to retirement or any other reasons. Although the exit of one partner may not affect the existence of LLP, it must be dealt with by intimation to MCA.




Change in 
terms of 
Partnership

Sometimes the changes in the Agreement might affect the willingness of one or other partner. According to which the requirement or need of both addition or removal of a partner may arise.






Number of the Designated Partner falls below the statutory limits

As per the Limited Liability Partnership Act, 2008 every LLP shall have a minimum 2 Designated Partners all the time. If the case of resignation arises due to one of  the designated partners as a result the total number of the designated partners falls below 2, the LLP is required to appoint a new designated Partner or to change the position of any other existing partner.

Documents Required for Change in Partner

Appointment of Designated Partner

  • Passport size photograph of the partner;
  • Self-attested copy of PAN Card of partner
  • Self-attested copy of Proof of Identity (Driving License/Voter ID Card/Passport) of the Partner;
  • Digital Signature Certificate;

Resignation of Partner

  • LLP Agreement
  • Resignation Letter (Format will be provided by us)
  • Digital Signature Certificate (DSC)

Note:-   In case of NRI or Foreign National documents of Directors and Subscribers must be notarized or apostilled.

Process of Addition or Removal of Partner

1. Complete the Application Form
You are requested to first fill the simple questionnaire provided by our expert team.


2. Document Processing
At the second step we will be requiring the documents in accordance with the questionnaire filled by you so that we can arrange them as per the requirement and for processing.

3. Application of DSC
First of all DSC (Digital Signature Certificate consisting of the E-signatures) is required to be prepared. This step can be ignored if prepared already. It will approximately take 1-2 days.

4. Preparation and e-form Filing the same with ROC
After arranging the documents we will begin with the filing of an e-form for the change in the Partner of Limited Liability Partnership along with the requisite documents on the Portal of Ministry of Corporate Affairs thereby informing the ROC regarding the change

5. Approval from the Ministry of Corporate Affairs
Lastly, after the approval of an e-form is received from the ROC which will be provided through e-mail which signifies that the respective changes have been made in change of the Partners of the Limited Liability Partnership

Increase Capital of Company starting from ₹ 6000/-

Professional Consultation

Drafting of Documents

Filing of E-Forms with ROC

Designated Partner Identification No.

Digital Signature Certificate

Supplementary LLP Agreement

More Insights on Change in Partners of LLP

If the Designated Partner already have a DIN then a new DPIN is not required

An individual willing to become a designated partner in any limited liability partnership shall give his consent to act as designated partner to the limited liability partnership in such form and manner as may be prescribed.

A foreign national can also be appointed as partner or Designated Partner in the Limited Liability Partnership.

A former partner of a LLP shall not have any right to interfere in the management of the limited liability partnership after his removal.

The appointment and resignation of designated partner in the LLP shall be effectuated by filing LLP Form 3 and 4 whereby the supplemental agreement will be drafted for adding or removing and partner and the profit and capital contribution shall be reconsidered.

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FAQ's on Change in Partners of LLP

Whether changes in the Limited Liability Partnership Agreement is to be made due to addition or removal of a partner?

Yes, the Limited Liability Partnership Agreement is required to be modified in accordance with the terms of addition or removal by execution of a supplementary deed. All the details requiring the changes in capital and also in the terms along with the profit sharing ratio will be provided in the deed.

What is the difference between Designated Partner and Partner?

The difference is of responsibility as the responsibility of a Partner is only for the acts and omissions done by himself or within his knowledge whereas the Designated Partner are responsible towards the compliances and other operational matters of the LLP.

Whether stamp duty is to be paid on the supplementary deed?

The stamp duty is required to be paid in accordance to the added capital in the LLP and as per the rate stated by the respective state.

Is contribution from the Designated Partner is necessary in form of capital?

Though it is not mandatory to bring capital in the Limited Liability Partnership but in addition one may contribute in accordance with the decision taken by all the Partners.

What are the rights and duties of the partner resigning from the Limited Liability Partnership?

The rights and duties of the existing Partner shall be prescribed in the original Limited Liability Partnership Agreement. Further, the other rights and restrictions can also be mentioned in the Supplement Agreement which can include any amount of capital to be reimbursed and also the mode of payment.

What is the time period to file the supplementary deed to be filed with MCA?

The Supplementary Deed shall be filed to MCA within 30 days from the effective date of change or from the date of execution (whichever is earlier). The delay in filing of the supplementary deed shall levy an additional fee of Rs 100 per day till the date of actual filing.

What is to be done if one Partner has left and there are only one partners in the Limited Liability Partnership?

The Limited Liability Partnership is required to appoint a new partner within 6 months from the effective date.

Do I have to apply for DIN/DPIN again if I have procured once?

No it is a one-time task so a case of more than one DIN/DPIN doesn’t apply.

What are the rights and duties of the new Partner being admitted to the Limited Liability Partnership?

The rights and duties of new Partner shall be guided by the Limited Liability Partnership Agreement and the supplementary deed executed.

Can a person resign from the Limited Liability Partnership in which he/she is a partner?

The resigning Partner shall intimate at least 30 days prior by giving a notice to the Limited Liability Partnership and the remaining partner of his/she resignation.