How to inform MCA/ROC in case of death of a partner in LLP?

LLP or limited liability partnership is a type of partnership firm which have features like a company. It is just like a partnership firm in which there are partners but the major difference in LLP is that in a partnership firm the maximum limit of partners is 50 but in LLP there is no limit of partners. In LLP partners can be removed or added from the LLP during the tenure of the business.

What happens when a partner in LLP dies?

In LLP if a person dies or gives his resignation then there is no such effect on LLP but in case of partnership firm if the partner dies of gives the resignation the in most cases the partnership gets dissolved. This is the main feature of LLP, perpetual succession i.e., LLP will go on forever whether the partner goes or come it doesn’t affect the LLP. This makes LLP a separate legal entity in which partners and LLP are different from each other. LLP has it own rights like right to hold property making contracts, investments etc.  

Documents required for removal of partner in case of death of Partner

• LLP Agreement
• Copy of resolution passed in the meeting of the LLP with the consent of existing partners mentioned.
• Death certificate
• Digital signature of authorized designated partner
• Supplementary LLP agreement

Procedure to replace partner of LLP in case of his/her death

In order to replace partner of LLP in case of his/her death, new partner should apply first for Digital signature Certificate (DSC). After DSC New Partner should apply for DIN (Director Identification Number). There should be consent of existing partners in written.  Also, firm need to prepare document for removal of partner.

Step 1: Resolution should be passed for removing partner.

Existing partner should pass a resolution for removing a partner in case of death. This resolution will authorize one person to act and do legal proceedings on behalf of LLP. Authorize person should have valid DSC & DIN Number. 

• The resolution should be on the letter head of LLP
• There should be signatures of existing partners and authorized person
• Should also contain the subject matter
• And last the stamp of should be affixed

Step 2: Amendment in LLP Agreement

LLP Agreement is the source document of LLP which contains all about the business. In case of any changes in partnership LLP agreement needs to be amended. It contains all about the information of resignation or removal of partner. The deed is signed by the removing and existing partners I LLP.

Step 3: Filing Form 4

MCA is notified about the changes in partners through the filing of these forms which are provided by MCA. Certification of practicing CA, CMA OR CS is required.

Documents required for filing Form 4

• Resolution passed
• Consent from existing partners
• Death certificate
• Other option documents

After the supplementary agreement for removal of partner is executed, it should be submitted with in 30 days to MCA. In case of failure to do the compliance of late fees is applicable of Rs 100/- per day

Step 4: Approval of ROC

After the process the forms are submitted online to ROC in jurisdiction where the registered office of LLP is situated for approval. After which if the ROC is satisfied by the documents provided in the form, the approval is given and the name of partner is removed form LLP and MCA database

Conclusion

LLP has a proper procedure to remove a partner in case of death or any other condition. The partner just can’t be removed by giving resignation letter or termination letter. There I proper procedure to remove a partner and also LLP has to inform LLP about the removal of partner. LLP agreement has also to be altered after the removal of the partner.

In case of death of partner MCA is informed with uploading necessary documents and DIN, DSC on the MCA portal. After which it is checked an approval is provided by the ROC to remove the partner.