An LLP partner change in Mumbai is filed online like anywhere in India: Form 4 within 30 days of the change, and Form 3 within 30 days if the LLP agreement is amended. What is local is the stamp duty. In Maharashtra a supplementary agreement admitting a partner who brings cash pays 1% of that contribution, capped at ₹50,000 (₹500 if it is ₹50,000 or less), and a retirement deed usually pays ₹500.
Which ROC records an LLP partner change in Mumbai?
If the LLP's registered office is in Mumbai City or Mumbai Suburban, its Form 4 and Form 3 sit on the records of ROC Mumbai-I. Since 16 February 2026 an LLP in Thane, Palghar or Raigad, including Navi Mumbai, comes under ROC Mumbai-II instead. Both forms are filed on the MCA portal, so no one visits either office.
A design studio in Goregaon and a consultancy in Fort both deal with ROC Mumbai-I. The Regional Director was split on the same date: RD Western Region-I in Mumbai covers Mumbai City and Mumbai Suburban, and RD Western Region-II in Navi Mumbai covers the rest of Maharashtra. For a partner change, that matters mainly if the LLP appeals a penalty for a late Form 4 or Form 3.
The national rules on admission, retirement, designated partners and Form 4 versus Form 3 are in our main guide to LLP partner change.
Maharashtra stamp duty on a supplementary LLP agreement
Article 47(1) of the Maharashtra Stamp Act covers any instrument of partnership, including an LLP. It charges ₹500 where there is no contribution or the cash contribution is up to ₹50,000, and 1% above that, capped at ₹50,000. The cap was ₹15,000 until 14 October 2024.
| Cash brought in by the new partner | Maharashtra stamp duty |
|---|---|
| ₹40,000 | ₹500 |
| ₹5,00,000 | ₹5,000 (1%) |
| ₹60,00,000 | ₹50,000 (1% would be ₹60,000) |
Watch out. A contribution in property is charged differently. If a new partner brings in an office unit in Andheri instead of cash, the deed pays the Article 25 conveyance rate on the unit's market value (Article 47(1)(c)), not 1%.
Section 17 requires an instrument signed in Maharashtra to be stamped before or at signing, or on the next working day. A deed signed only outside the state can be stamped within three months after it is first received in Maharashtra (section 18). The same Article sets the duty on a new LLP agreement, which the incorporation stamp duty calculator works out.
Stamp duty when a partner retires from a Mumbai LLP
A retirement deed falls under Article 47(2), which applies to the retirement of a partner and to dissolution, LLPs included. In most cases the duty is ₹500. The exception is property: if the retiring partner takes as their share property that another partner had brought in, conveyance duty is payable on its market value, with a minimum of ₹100.
Example. Northgate Advisory LLP (a made-up LLP in Ghatkopar) pays a retiring partner her capital and share of profits in cash. Her retirement deed pays ₹500 in Maharashtra stamp duty. If a new partner joins with ₹2 lakh in cash on the same day, that supplementary agreement pays 1%, or ₹2,000.
Pay out the retiring partner in the way the agreement provides. Unless it says otherwise, section 24 of the LLP Act gives her the capital she actually contributed and her share of accumulated profits, after losses, as on the date she left.
Professional tax and other Maharashtra registrations to update
In Maharashtra, an LLP and each of its partners are liable to professional tax of ₹2,500 a year under a PTEC. An incoming partner of a Mumbai LLP therefore usually needs a PTEC of their own, and the LLP should keep its own PTEC and any PTRC for staff in order.
Three other updates follow a partner change in Mumbai:
- Shops and establishments. If the LLP's registration lists the partners, section 9 of the Maharashtra Shops and Establishments Act 2017 requires the change to be notified online to the Facilitator, who issues a fresh certificate.
- Bank mandate. Change the authorised signatories so a retired partner can no longer operate the account.
- Clients and lenders. Clients, landlords and lenders in Mumbai who deal with the LLP should be told, because a former partner can be treated as a partner by anyone without notice until the Registrar has it (section 24(3)).
Ofin's professional tax registration in Mumbai covers enrolment for a new partner.
Step-by-step LLP partner change for a Mumbai LLP
The order matters, because Form 3 asks for the SRN of the Form 4 filed in the last year, and the stamped agreement is attached to Form 3.
- Agree the change under the LLP agreement; with no agreement on the point, admitting a partner needs every existing partner's consent.
- Draft the supplementary agreement or retirement deed and pay Maharashtra stamp duty before or at signing.
- For a new designated partner, get a DIN if needed and the Form 9 consent; Ofin handles DIN registration in Mumbai.
- File Form 4 within 30 days of the change, with the incoming partner's consent or proof of cessation.
- File Form 3 within 30 days of the change in the agreement, attaching the stamped supplementary agreement.
- Enrol the new partner for professional tax and update the Shops and Establishments registration and the bank.
Keep at least two designated partners, one of them resident in India for at least 120 days in the financial year. If the change leaves the LLP with a single partner, the next filing to plan may be a new partner or closure, not the next LLP annual compliance in Mumbai return.
Late filing penalties for a Mumbai LLP
Missing the 30-day deadline for Form 4 exposes the LLP, and each of its designated partners, to a penalty of ₹10,000 under section 25(4) of the LLP Act. The late form itself also pays an additional fee, a multiple of its normal fee of ₹50 for a small LLP or ₹150 for others, and the multiple rises with the delay.
Two points soften this for smaller Mumbai firms. A small LLP pays half the penalty under section 76A. If an order is passed, the appeal from a Mumbai City or Mumbai Suburban LLP goes to RD Western Region-I within 60 days in Form 33, with a fee of ₹1,000 for a small LLP or ₹2,500 for others.
How Ofin's Mumbai team handles your LLP partner change
From our office at Shanti Bhuvan, Mulund West, Ofin's CAs, company secretaries and legal professionals draft the supplementary LLP agreement and consents, work out the Maharashtra stamp duty, and file Form 4 and Form 3 in the right order. Everything is 100% online and we reply within 24 hours. Fees start at ₹4,847. Get a fixed-price proposal.
