28 September 2022
Can you tell me whether I can include the following matters in one Supplementary LLP agreement and filed one LLP-3 Form
1. Retirement of one partner (there are two partners in the LLP) 2. Admission of new partner in place of retiring partner 3. Change of registered office. Thanks, P.C. Joshi
11 July 2024
Yes, you can include multiple matters such as retirement of a partner, admission of a new partner, and change of registered office in one Supplementary LLP Agreement. Here’s how you can structure and file it:
### Structure of the Supplementary LLP Agreement:
1. **Retirement of Partner:** - Specify the details of the partner who is retiring, including their name, date of retirement, and any terms related to their retirement benefits or liabilities. - Outline how the retiring partner's share in the LLP (capital, profit share, etc.) will be handled.
2. **Admission of New Partner:** - Provide details of the new partner who is being admitted, including their name, date of admission, and capital contribution. - Clearly state the profit sharing ratio among the remaining partners and the newly admitted partner. - Mention any other terms and conditions related to the admission of the new partner.
3. **Change of Registered Office:** - Specify the new address of the registered office. - Outline the effective date of the change of registered office. - Mention any necessary resolutions or authorizations related to the change of registered office.
### Filing Procedure:
To file these changes with the Registrar of Companies (ROC) using LLP Form 3 (LLP Agreement), follow these steps:
1. **Prepare the Supplementary LLP Agreement:** Draft the agreement incorporating all the changes as mentioned above. Ensure that it is signed by all existing partners and the new partner (if applicable).
2. **File LLP Form 3 (LLP Agreement):** - Fill out LLP Form 3 with the details of the changes: retirement of the partner, admission of the new partner, and change of registered office. - Attach the duly executed Supplementary LLP Agreement along with Form 3. - Pay the prescribed filing fee.
3. **Additional Documents:** - Include other required documents such as the resignation letter of the retiring partner, consent letter and Form DIR-2 for the new partner, and proof of the new registered office address (if applicable).
4. **Submission to ROC:** - Submit the completed LLP Form 3 and supporting documents to the ROC where the LLP is registered. - Upon successful processing by the ROC, the changes will be recorded, and a new LLP Agreement reflecting the amendments will be issued.
### Points to Consider: - Ensure compliance with all LLP Act regulations and any specific requirements of the ROC regarding amendments to LLP agreements. - Consult with a professional (such as a Company Secretary or a Chartered Accountant) to ensure the accuracy and compliance of the documents. - Keep copies of all filed documents and agreements for future reference and compliance audits.
By following these steps and structuring the Supplementary LLP Agreement accordingly, you can effectively manage and file multiple changes in one filing using LLP Form 3 with the ROC.
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