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Change Partners in Your LLP Online

When a person becomes or stops being a partner of a limited liability partnership, or a partner's name or address changes, the LLP files a notice in Form 4 with the Registrar within 30 days (section 25 of the Limited Liability Partnership Act, 2008). If the change alters the LLP agreement, Form 3 follows. An LLP must always have at least two designated partners, one of them resident in India.

How partners change in an LLP and the law behind it

The LLP files a notice with the Registrar within 30 days of a person becoming or ceasing to be a partner, or of a partner's name or address changing (section 25(2); Rule 22(2) of the LLP Rules, 2009). The notice is Form 4. For an incoming partner it carries a statement signed by that person that they consent to become a partner (section 25(3)). It is signed digitally by a designated partner, and a practising professional normally certifies it; we arrange that and confirm the requirement before filing.

Which change are you making

A new partner joins: The person consents in writing, the partners approve as the LLP agreement says, and Form 4 is filed within 30 days.

  • A new partner joins
  • A new designated partner
  • A partner becomes designated
  • A partner leaves
  • A designated partner steps down or is replaced
  • Only a name or address changes

Partner or designated partner

Every designated partner is a partner; not every partner is designated.

  • Partner
  • Designated partner

Step by step: from consent to Form 4

Who can join: individuals, foreigners and companies

An individual in India: The simplest case: identity and address proof, consent and, for a designated partner, a Director Identification Number.

  • An individual in India
  • An NRI, an OCI or a foreign national
  • A company or another LLP
  • A national of a land-border country
  • Not a disqualified person
  • Not for a struck-off LLP

Designated partners: two, one resident for 120 days

Before a change, work out how the LLP will look after it. If a designated partner leaves and only one is left, appoint another within 30 days; after that every partner is treated as designated, with the responsibility that brings. If the only resident designated partner leaves, the LLP needs another resident designated partner before it can file.

Government fees and late fees

Form 4 and Form 3 are charged by the LLP's contribution. We confirm the exact amount before filing.

  • Up to ₹1 lakh: ₹50
  • Above ₹1 lakh, up to ₹5 lakh: ₹100
  • Above ₹5 lakh, up to ₹10 lakh: ₹150
  • Above ₹10 lakh, up to ₹25 lakh: ₹200
  • Above ₹25 lakh: Higher slabs apply
  • Filed within 30 days: No additional fee

Deadlines: 30 days for Form 4 and Form 3

Enter the date of the change.

Documents we collect after payment

We never ask for identity, tax or bank numbers on the order form.

  • Current LLP agreement and all amendments
  • Partners' resolution or minutes approving the change
  • Supplementary LLP agreement on stamp paper
  • Certificate of incorporation

Leaving a partnership: resignation, settlement, liability

Resignation: A partner may leave as the LLP agreement says; if it is silent, by at least 30 days' written notice to the other partners (section 24).

  • Resignation
  • Settlement
  • Liability towards outsiders
  • If the LLP will not file
  • Expulsion or death
  • Closing the LLP instead

Three things often mixed up: Form 4, Form 3, Form 9

Form 4 is the LLP's notice that a partner or designated partner has changed. Form 3 records a change in the LLP agreement, such as a new contribution or profit share. Form 9 is the consent of an individual to be a designated partner. A single change can need all three, each with its own time limit.

What this page does not cover: company directors

This page is about LLPs only. Directors of a company are appointed or removed through Form DIR-12; see our Director Change and Remove Director pages. Tax treatment of a partner's exit and a change in GST registration are separate matters.

How it works

  1. Check the LLP agreement Read the admission and exit clauses.
  2. Agree the change The partners pass a decision and settle accounts.
  3. Collect the consents The incoming partner consents; a designated partner also signs Form 9.
  4. File Form 4 Within 30 days of the change.
  5. File Form 3, if needed If the LLP agreement changed.

Frequently asked questions

How long do we have to file Form 4?

30 days from the date a person becomes or stops being a partner, or a partner's name or address changes (section 25(2)). After that a late fee applies.

Does a new partner need a Director Identification Number?

Only a designated partner does; the old DPIN has been merged into the Director Identification Number. A person who is only a partner needs none.

Can a foreigner become a partner?

Yes, where the LLP's business is in a sector open to foreign investment without approval. A report to the bank follows, and a national of a land-border country needs government approval. We confirm what applies before you pay.

What if a designated partner leaves?

The LLP needs two designated partners. It may appoint a new one within 30 days; after that every partner is treated as designated. At least one designated partner must be resident in India.

Do we need a new LLP agreement?

Only if the change alters the agreement, for example a new contribution or profit share. Then a supplementary agreement is signed and Form 3 is filed within 30 days.

What if the partner leaves and we do not file?

The change stays unreported, a fine can apply to the LLP and each designated partner, and the annual return cannot be filed while a Form 4 is pending. The leaving partner may file the notice themselves.

Is there a government fee?

Yes. Form 4 and Form 3 carry a fee by the LLP's contribution, and a late filing adds a multiple of it. We confirm the exact amount before filing.

What if the LLP is struck off?

A struck-off LLP cannot file Form 4. Its name must first be restored through the National Company Law Tribunal; talk to us and we will guide you.

Who signs Form 4?

A designated partner signs it digitally. If none has a valid digital signature, we arrange one with you after payment.