For any change of partners in an LLP, whether adding or removing someone, the LLP files Form 4 with the Registrar within 30 days, and Form 3 within 30 days if the LLP agreement is amended as well. Form 4 costs ₹50 for a small LLP and ₹150 for any other LLP. A new designated partner must also give prior consent in Form 9 and hold a DIN.
How to add a new partner to an LLP
A person becomes a partner in the way the LLP agreement provides (section 22 of the LLP Act). If the agreement is silent, the First Schedule applies, and it says no one can be introduced as a partner without the consent of all existing partners.
In practice, the partners record the decision, the incoming partner signs a consent to become a partner, and a supplementary LLP agreement sets out the new contribution and profit share. Form 4 must contain the incoming partner's own consent statement (section 25(3)).
When the new partner is a company or another LLP, Form 4 also needs that body corporate's resolution to join the LLP, and a resolution naming the individual who will act as its nominee or designated partner.
How a partner leaves: resignation, retirement, removal or death
A partner can leave on the terms the LLP agreement sets, or, if it says nothing, by giving the other partners at least 30 days' notice in writing (section 24(1)). A partner also ceases on death, on being declared of unsound mind, or on applying to be, or being, declared insolvent.
Removal is harder than many partners expect. Under the First Schedule, a majority cannot expel a partner unless the partners have expressly agreed to give it that power, so check the agreement before trying to remove someone.
What the outgoing partner should know:
- Until the Registrar has the notice, or a third party has been told, the former partner can still be treated as a partner by people dealing with the LLP (section 24(3)).
- Leaving does not cancel obligations the partner incurred while a partner (section 24(4)).
- Unless the agreement says otherwise, the former partner is entitled to the capital contribution actually made plus a share of accumulated profits, net of losses, as on the date of leaving (section 24(5)).
- If the partner believes the LLP will not file the notice, they can file it themselves. The Registrar asks the LLP to confirm and registers the notice if no confirmation comes within 15 days (section 25(6)).
Adding or removing a designated partner
Every LLP needs at least two designated partners who are individuals, and at least one must be resident in India, meaning in India for at least 120 days during the financial year (section 7). A vacancy is to be filled within 30 days (section 9). If no designated partner is appointed, or only one remains, every partner is treated as a designated partner.
A new designated partner needs three things before or at appointment:
- A Designated Partner Identification Number under section 7(6); MCA forms take a DIN in the same field. Ofin handles DIN registration if the person does not have one.
- Prior consent in Form 9, digitally signed by the designated partner (section 7(3)).
- Form 4 filed with the particulars within 30 days of appointment (section 7(4)).
Late action is costly. Missing the 30-day filing under section 7(4) can mean a penalty of ₹5,000 plus ₹100 a day, up to ₹50,000 for the LLP and ₹25,000 for each designated partner. Not filling a vacancy under section 9 carries ₹10,000 plus ₹100 a day, up to ₹1 lakh for the LLP and ₹50,000 for each partner.
LLP Form 4 and Form 3: which form, and when
Form 4 reports the people: who joined, who left, and who became or stopped being a designated partner. Form 3 reports the agreement: any change in contribution, profit share or other clauses. A typical admission or retirement needs both, and Form 3 asks for the SRN of the Form 4 filed in the last year, so file Form 4 first.
| Event | Form | Deadline |
|---|---|---|
| Partner or designated partner joins or leaves | Form 4 | 30 days from the change |
| Existing partner made a designated partner | Form 4 | 30 days from appointment |
| Change in name or address of a partner without a DIN | Form 4 | 30 days |
| Change in name or address of a designated partner, or any partner who holds a DIN | DIR-6 | 30 days, filed instead of Form 4 (rule 10(4)) |
| Supplementary LLP agreement (contribution, profit share, any clause) | Form 3 | 30 days from the change |
Both forms are digitally signed by a designated partner and certified by a chartered accountant, company secretary or cost accountant in whole-time practice.
Documents for a change of partners in an LLP
The documents follow the forms. Collect them from every person involved before anything is filed.
- Consent of the incoming partner, and Form 9 consent for a designated partner
- Evidence of cessation: resignation letter, retirement deed, death certificate or court order
- For a body corporate partner, its resolution and the authorisation of its nominee
- Supplementary LLP agreement, stamped under state stamp law
- PAN or passport number and residential address of each incoming individual partner, which Form 4 asks for
- Digital signature of the designated partner who signs the forms
Stamp duty on the supplementary agreement is a state levy, paid before Form 3 is filed. For LLPs in Maharashtra the rates are set out in our guide to LLP partner change in Mumbai.
Government fees and the cost of filing late
Form 4 costs ₹50 for a small LLP and ₹150 for others. Form 3 costs ₹50 to ₹600 depending on contribution. If a new partner's money moves the LLP into a higher contribution slab, the difference in registration fee is also paid through Form 3.
Example. Brightnest Studio LLP (a made-up small LLP) has ₹1 lakh contribution and admits a partner who brings ₹5 lakh. Contribution rises to ₹6 lakh, so the registration fee slab moves from ₹500 to ₹4,000 and ₹3,500 is paid through Form 3, plus the Form 3 filing fee of ₹150 and ₹50 for Form 4: ₹3,700 in all.
Lateness is charged as a multiple of the normal fee. If a partner retired on 1 August 2026, Form 4 was due by 31 August 2026; filed on 20 October 2026 it is 50 days late, so the additional fee is 4 times the normal fee for a small LLP (₹200) or 8 times for others (₹1,200). Section 25(4) also exposes the LLP and every designated partner to a ₹10,000 penalty.
Common mistakes in an LLP partner change
Most problems come from the order of filings or from leaving the LLP short of people. These are the ones to avoid.
- Filing Form 3 before Form 4, or filing only one of them.
- Letting a two-partner LLP drop to one partner. If it carries on business for more than six months with one partner, that partner becomes personally liable for obligations incurred after the six months (section 6(2)). If the business is ending anyway, LLP winding up may be the better step.
- Leaving fewer than two designated partners, or none resident in India.
- Forgetting the annual filings: keep the next Form 11 under LLP annual compliance consistent with the change.
- Using Form 4 for a name or address change of a partner who holds a DIN, which goes through DIR-6 instead.
The Corporate Laws (Amendment) Bill 2026, introduced on 23 March 2026, proposes that LLPs regulated by SEBI or IFSCA could report partner changes annually. It is a proposal only and does not change the 30-day rule for other LLPs.
How Ofin handles your LLP partner change
Ofin's CAs, company secretaries and legal professionals draft the supplementary LLP agreement and partner consents, prepare Form 9, and file Form 4 and Form 3 in the right order. A DIN for a new designated partner can be added. The work is 100% online and we reply within 24 hours. Fees start at ₹4,847. Get a fixed-price proposal.
