LLP Form 3 — Information for LLP Agreement and Changes
Initial Agreement | Amendments | 30-Day Deadline | Form 4 Link | Penalties

The LLP Agreement is the constitutional document of every Limited Liability Partnership (LLP) registered in India. It governs everything from how profits and losses are shared between partners to how decisions are made, what happens when a partner exits, and how disputes are resolved. Filing information about this agreement with the Ministry of Corporate Affairs (MCA) using LLP Form 3 — officially called "Information for LLP Agreement and Changes" — is a statutory obligation under Rule 21 of the LLP Rules 2009. A newly incorporated LLP must file Form 3 within 30 days of incorporation. And every time the LLP Agreement is changed — a new partner joins, profit shares are revised, business activities are amended — a fresh Form 3 filing must be made within 30 days of the change.

Without a filed LLP Agreement, the default provisions of Schedule I of the LLP Act 2008 apply — which impose equal profit sharing, nil partner remuneration, and equal voting rights regardless of capital contribution or the parties' intentions. For most LLPs — particularly those with unequal contributions, specialised roles, or specific profit-sharing arrangements — Schedule I defaults are commercially unacceptable. A custom LLP Agreement filed via Form 3 overrides Schedule I and gives the partnership the precise legal structure its partners intend. According to the Ministry of Corporate Affairs, Form 3 is filed on the MCA V3 portal under the LLP e-Filing section, and non-compliance carries a penalty of ₹100 per day with no upper limit under Section 67 of the LLP Act.

At N D Savla & Associates, we provide comprehensive LLP Agreement drafting and Form 3 filing services — covering both initial agreement execution for newly formed LLPs and supplementary agreement drafting for amendments. We also coordinate Form 4 (partner appointment/cessation) filing alongside Form 3 where partner changes trigger agreement amendments, and FEMA Form 1 for LLPs with foreign partners. Our LLP compliance team ensures the agreement is correctly executed on stamp paper, notarized, and filed within the prescribed 30-day window across both MCA and FEMA portals.

LLP Form 3 — Quick Reference Guide

The LLP Agreement is a written contract between the partners and the LLP, governing all aspects of the partnership's internal functioning. Under Section 23 of the LLP Act 2008, every LLP must have an LLP Agreement — but filing it with the ROC via Form 3 is not optional: the agreement must be registered with the MCA through Form 3 within 30 days of the LLP's incorporation or within 30 days of any subsequent change.

What Happens If an LLP Does Not File Its Agreement? Schedule I Applies

If an LLP fails to execute and file a custom LLP Agreement via Form 3 within 30 days of incorporation, the default provisions of Schedule I of the LLP Act 2008 automatically apply. These defaults are designed for the simplest possible partnership structure — they may not reflect what the partners actually want:

What Must an LLP Agreement Contain? Mandatory and Key Clauses

The LLP Agreement must address all significant aspects of the partnership's structure and operations. While the LLP Act 2008 does not prescribe a mandatory format, the agreement should cover:

Mandatory Clauses — What Every LLP Agreement Must Include

• Name and registered office of the LLP — matching the Certificate of Incorporation and Form 2 subscription sheet
• Business activities — description of the objects for which the LLP is formed; must match the LLPIN registration
• Names, addresses, and capital contributions of all partners — initial contributions and any agreed contribution schedule
• Profit and loss sharing ratio — specified as a percentage or fraction; overrides Schedule I equal-sharing default
• Rights and duties of partners — who has authority to bind the LLP, who manages day-to-day operations, and their obligations to the LLP and to each other
• Mutual rights and duties of designated partners — the legally responsible officers of the LLP, their specific authority and liability
• Admission of new partners — process, conditions, and consent requirements for admitting new partners in future
• Cessation and retirement of partners — notice period, settlement basis, and continuation of LLP on exit
• Duration of the LLP — whether perpetual or for a fixed term or until completion of a specific project

Recommended Additional Clauses for a Robust LLP Agreement

• Partner remuneration and drawing rights — salary, commission, or profit draw amounts for working partners
• Interest on capital contribution — whether partners earn a return on capital before profit sharing
• Banking and financial authority — who can operate bank accounts, signing limits for cheques, and e-banking authorization
• Non-compete and non-solicitation — restrictions on partners from competing businesses or soliciting clients after exit
• Confidentiality — protection of LLP's proprietary information, client data, and trade secrets
• Dispute resolution — mandatory mediation, arbitration clauses (preferably specifying seat and rules), or agreed jurisdiction for courts
• Intellectual property ownership — who owns IP created during the partnership period
• Dissolution mechanism — trigger events, valuation basis, and liquidation procedure on winding up

When Must LLP Form 3 Be Filed? Deadlines for Initial and Amendment Filings

The LLP Form 3 deadline is strict and non-extendable under the LLP Act and Rules. There are two distinct triggers:

• Initial LLP Agreement — within 30 days of incorporation: From the date on the Certificate of Incorporation, the LLP has exactly 30 days to execute the LLP Agreement on stamp paper, notarize it, and file Form 3 Part A on the MCA V3 portal. If the 30-day window passes without filing, the daily penalty of ₹100 per day begins to accrue from Day 31
• Changes to LLP Agreement — within 30 days of the change: From the date of the resolution or mutual decision by the partners to amend the LLP Agreement, the LLP has 30 days to execute the supplementary agreement and file Form 3 Part B. The 30-day clock runs from the date of the resolution — not from the date the supplementary agreement is executed or notarized

Every change to the LLP Agreement — however minor — that alters the terms filed with the MCA must be reported via Form 3 Part B within 30 days. The table below shows the complete range of triggers and the companion forms that must be filed alongside:

Key rule from the MCA instruction kit for Form 3:

• If the reason for Form 3 is "Change in partner(s)", then Form 4 must be filed simultaneously as a linked form — both are submitted in the same session on MCA V3
• Multiple reasons can be selected in Form 3 — for example, a new partner joining along with a revised profit sharing ratio and expanded business activities can all be covered in a single Form 3 filing with a comprehensive supplementary agreement
• Any change in partner's contribution percentage automatically requires a corresponding update in the profit sharing ratio disclosures in Form 3
• Name changes require Form 5 to be filed first — Form 3 amendment is then filed after the name change is approved and the agreement is updated to reflect the new name

• 2008 — LLP Act Enacted: The Limited Liability Partnership Act 2008 introduced the LLP structure to India, with Section 23 mandating an LLP Agreement and Schedule I providing default provisions for LLPs that did not execute a custom agreement. The requirement to file this agreement with the ROC via Form 3 was established from the very beginning of the LLP regime
• 2009 — LLP Rules Notified: Rule 21 of the LLP Rules 2009 prescribed the Form 3 filing requirement, time limit (30 days), and the content requirements for the LLP Agreement and supplementary agreements for changes. The government fee structure was also specified
• 2010-2015 — Rapid LLP Formation: LLPs became the preferred structure for professional firms (CA, law, architecture, consulting) and startups due to lower compliance burden versus private limited companies. Thousands of LLP Agreements were filed, but many LLPs missed the 30-day window and accumulated penalties
• 2021 — LLP Amendment Act: Revised penalty provisions and introduced the concept of "Small LLP" with reduced compliance requirements. The 2021 amendment also strengthened the consequences of non-filing, including DPIN deactivation for persistent defaulters
• 2022-2023 — MCA V3 Migration: The MCA portal migrated to V3, with Form 3 converted from a PDF-based e-form to a web-based form. The new form introduced an Excel upload and download functionality for pre-filling partner details, significantly simplifying the filing process for LLPs with multiple partners
• 2023 — LLP (Amendment) Rules: The LLP (Amendment) Rules 2023 revised Form 3 to require additional disclosures — particularly for nominees that are body corporates. The form now requires the type of body corporate and its LLPIN/CIN/FLLPIN for nominee entities
• Present: The LLP Agreement and its regular Form 3 updates are among the most important ongoing compliance items for LLP management. An LLP whose agreement is not current with the MCA can face complications in banking, tendering, fundraising, and legal proceedings

Documents Required for Initial LLP Agreement Filing (Part A)

• Executed LLP Agreement — signed by all partners on stamp paper of the appropriate value (state-specific), notarized and dated
• LLPIN (LLP Identification Number) — from the Certificate of Incorporation; Form 3 is linked to the LLPIN
• Details of all partners — names, DIN/DPIN, addresses, capital contribution amount and percentage, profit sharing percentage
• Business activities description — matching the NIC codes registered at incorporation
• Duration of the LLP — perpetual or fixed term
• DSC of minimum two Designated Partners — valid Class 2 or Class 3 Digital Signature Certificates registered on MCA V3
• Subscription Sheet / Form 2 reference — to verify consistency of capital contributions between Form 2 and Form 3

Documents Required for LLP Agreement Amendment Filing (Part B)

• Supplementary LLP Agreement — executed on fresh stamp paper, signed by all partners (or relevant partners for specific changes), notarized and dated on the date of resolution
• Resolution / Mutual Decision Record — documented decision of all/relevant partners to amend the agreement, signed and dated (this establishes the 30-day clock)
• Updated partner details — if the amendment involves capital contributions, profit sharing percentages, or partner particulars; must be consistent with MCA records
• Form 4 documents (if partner change): Consent letter of incoming partner OR resignation letter of outgoing partner + No Objection Certificate from creditors if required
• KYC documents of new partner — PAN card, Aadhaar, DIN/DPIN, address proof — for any new partner joining via the amendment
• DSC of minimum two Designated Partners — including the incoming designated partner if the change involves a new designated partner

Under Section 67 of the LLP Act 2008, failure to file Form 3 within the prescribed 30-day window attracts significant financial penalties. Unlike some other LLP compliance forms, Form 3 non-compliance affects the LLP's legal record — an unfiled amendment means the MCA records do not reflect the current state of the agreement, which can create legal complications:

• Late filing fee: ₹100 per day from the date of default (i.e., from Day 31 after the trigger event). There is no upper limit — the penalty accumulates every day until the form is filed
• LLP liability: The LLP is jointly liable for the penalty. The designated partners are also personally liable under Section 67
• Legal invalidity risk: Changes to the LLP Agreement that are not filed with the MCA may not be legally enforceable against third parties — the ROC records the last filed version as the authoritative agreement
• Banking and commercial impact: Banks, lenders, and counterparties that verify the MCA records before transactions will see the outdated agreement — creating potential disputes if the unfiled changes affect partner authority, profit sharing, or business scope
• CCFS 2026 potential relief: The Companies Compliance Facilitation Scheme 2026 may provide relief on accumulated LLP form late fees — check current MCA notifications for applicability to Form 3 late filings

New LLP — How to File the Initial LLP Agreement Within 30 Days

Every LLP must file its LLP Agreement via Form 3 Part A within 30 days of the Certificate of Incorporation date. This is frequently missed by first-time LLP promoters who assume the agreement can be filed later. Here is the critical sequence:

• On the date of incorporation: The 30-day clock starts. Order stamp paper immediately
• Within 7 days: Get the LLP Agreement drafted by a CA or legal advisor — do not delay drafting; stamp paper preparation takes 1-3 days
• Within 15 days: Execute the agreement on stamp paper, get all partners' signatures, and get it notarized
• Within 25 days: Complete Form 3 Part A on MCA V3 — leaving a buffer before the 30-day deadline
• If the initial LLP Agreement is not filed, the annual Form 8 (Statement of Account and Solvency) still requires the LLP to declare its partner details — an inconsistency between the unfiled agreement and Form 8 data creates MCA portal verification issues

Adding a New Partner — How to File Form 3 and Form 4 Together

When a new partner joins an existing LLP, two forms must be filed together within 30 days of the appointment date:

• Prepare supplementary agreement: Amend the LLP Agreement to include the new partner's name, contribution, and profit share; sign and notarize
• Form 3 (Part B): Record the change in the LLP Agreement — select "Change in partner(s)" and "Change in partner's contribution and % of profit sharing"
• Form 4: Record the appointment of the new partner/designated partner — the form links to Form 3 as a companion form on MCA V3
• Submit both forms simultaneously in the same MCA V3 session — the portal handles them as linked filings
• After filing, update the LLP Annual Return (Form 11) at the next annual filing to reflect the new partner in the annual return

Changing the Profit Sharing Ratio — What Documents Are Needed?

A change in the profit and loss sharing ratio between partners is one of the most common LLP Agreement changes — reflecting changed business contributions, capital infusion by one partner, or a renegotiated commercial arrangement. Only Form 3 is required (Form 4 is not needed unless a partner is also added or removed):

• Prepare a supplementary agreement clearly specifying the new profit sharing ratio for each partner — effective from a stated date
• Ensure the total percentages of all partners add up to exactly 100% — the MCA V3 form will flag any rounding errors
• File Form 3 Part B selecting "Change in partner's contribution and % of profit sharing" as the reason — within 30 days of the date of the resolution
• No Form 4 required unless a partner's designation (partner vs designated partner) is also being changed alongside the ratio change

Foreign Partner Joining the LLP — What Additional Filings Are Required?

When a foreign national or foreign entity joins an LLP as a partner, the compliance picture expands beyond just Form 3 and Form 4 — FEMA (Foreign Exchange Management Act) filings are also triggered:

• LLP Agreement amendment: Draft supplementary agreement including the foreign partner's details, contribution in INR or foreign currency, and profit sharing ratio
• Form 3 + Form 4: File simultaneously within 30 days on MCA V3 — same process as domestic partner addition
• FEMA Form 1: File on the RBI FIRMS portal to report the foreign direct investment in the LLP. This must be filed within 30 days of receiving the foreign capital. See our FEMA Form 1 Filing for LLP service for complete FDI compliance
• FDI eligibility check: Ensure the LLP's sector of business is eligible for FDI under the Consolidated FDI Policy — certain sectors (agriculture, retail, etc.) have FDI restrictions even for LLPs
• Complete LLP annual compliance (Form 8 + Form 11 + ITR-5) for the year in which the foreign partner joined — the annual return must reflect the updated partner details