Admission is not complete when the incoming partner signs. It requires the consent of the existing partners, the incoming partner’s written consent, a supplementary agreement recording the revised contribution and profit sharing, and two separate filings with the Registrar within thirty days. Miss the filings and the LLP’s own records will not match the register.
Admission of a Partner to an LLP
[LLP NAME] LLP — consent, resolution and supplementary agreement
Admission is not complete when the incoming partner signs. It requires the consent of the existing partners, the incoming partner’s written consent, a supplementary agreement recording the revised contribution and profit sharing, and two separate filings with the Registrar within thirty days. Miss the filings and the LLP’s own records will not match the register.
| Item | Detail |
|---|---|
| LLP | [LLP NAME] LLP, LLPIN [LLPIN] |
| Registered office | [ADDRESS] |
| Incoming partner | [NAME], PAN [PAN], DPIN [DPIN] |
| Admitted as | [Partner / Designated Partner] |
| Effective date of admission | [DATE] |
| Contribution to be brought in | ₹ [AMOUNT], [in cash / in kind — describe] |
| Profit share on admission | [PERCENTAGE] per cent |
| Existing LLP agreement dated | [DATE], as amended by supplementary agreements dated [DATES] |
Part A — Consent of the Incoming Partner
To the Partners of [LLP NAME] LLP
I, [NAME], [son / daughter of ______, aged ______ years], residing at [ADDRESS], holding PAN [PAN] and DPIN [DPIN], hereby:
1.consent to be appointed as a [partner / designated partner] of [LLP NAME] LLP with effect from [DATE];
2.confirm that I have been provided with a copy of the LLP agreement dated [DATE] together with every supplementary agreement, that I have read and understood them, and that I agree to be bound by them as amended by the supplementary agreement to which this consent relates;
3.agree to contribute ₹ [AMOUNT] to the LLP [in cash / by way of ______] on or before [DATE];
4.confirm that I am not disqualified from being appointed as a [partner / designated partner], that I have not been adjudged of unsound mind by a competent court, that I am not an undischarged insolvent and have not applied to be adjudicated as an insolvent, and that no order disqualifying me is subsisting;
5.[where admitted as a designated partner] confirm that I hold a valid designated partner identification number, that it is active, and that I am [a person resident in India / not a person resident in India] for the purposes of the Limited Liability Partnership Act, 2008;
6.confirm that the particulars given by me for the purposes of the filings to be made by the LLP are true and correct, and undertake to notify the LLP promptly of any change; and
7.undertake to comply with the provisions of the Limited Liability Partnership Act, 2008 and the rules made under it, and, where I am admitted as a designated partner, acknowledge that I am responsible for the doing of all acts required to be done by the LLP under that Act and am liable to the penalties imposed for contravention.
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These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
Admission requires the prescribed form recording the change in partners, with the incoming partner’s consent attached, and separately the prescribed form recording the change in the LLP agreement, with the supplementary agreement attached. Both must be filed within the period prescribed. Filing only the first leaves the register showing a partner whose contribution and profit share are unrecorded, which surfaces at the next audit, bank review or transaction.
Additional fees for late LLP filings accrue per day and are not subject to the ceilings that apply to companies. An admission filed a year late can cost several times the original fee. Diarise both filings on the day the supplementary agreement is signed.
Where the incoming partner is being admitted as a designated partner, the identification number must already exist and be active before the appointment can be filed. Obtaining it takes time. Step 1 of the checklist is first for that reason, and it is the step most often started too late.
The LLP must at all times have at least two individual designated partners, at least one of whom is resident in India. Where an admission or a simultaneous retirement would breach that requirement, the LLP is in default from the moment it happens. Check the position after the change, not before it.
Schedule C exists because an incoming partner assumes a share of the LLP’s existing position. Pending tax demands, personal guarantees given by the LLP, overdue filings and threatened claims should all be disclosed in writing. Clause 6 limits the incoming partner’s liability for pre-admission matters as between the partners, but that indemnity is only as good as the partners giving it — disclosure is the real protection.
They frequently do not, and the LLP agreement can set them independently. Schedule A shows both before and after precisely so that nobody assumes one follows the other. Where an incoming partner is contributing skill rather than capital, say so and set the profit share accordingly rather than inventing a notional contribution.
Remuneration to a working partner is deductible only if authorised by the LLP agreement and only for periods after the date of that agreement. Where the incoming partner is to be remunerated, the supplementary agreement must be executed before the period to which the remuneration relates. Backdating does not achieve the deduction and creates a worse problem than the one it solves.
A supplementary agreement is separately stampable, and in several States the duty is calculated by reference to the contribution. An understamped agreement is inadmissible in evidence until duty and penalty are paid, and the Registrar may reject the filing. Confirm the article and rate in the State of execution before printing.
Steps 9 to 12 are the ones consistently missed. Bank mandates, tax registrations, goods and services tax records and the LLP’s own minute book all need updating. A new partner who cannot operate the bank account, or an outgoing partner who still can, is the usual way this is discovered.
After three or four supplementary agreements, no single document states the current position, and partners begin to disagree about what was actually agreed. Once the amendments accumulate, execute and file a consolidated restated LLP agreement rather than a further supplement.
Where a partner is retiring at the same time as another is admitted, do not combine them into a single ambiguous document. The retiring partner’s settlement, the public position on liability, and the incoming partner’s terms are separate matters and should be separately recorded, even if filed at the same time.
Reflects Indian law current as of {{DATE OF USE}}. Filing forms, timelines, additional fee structures and stamp duty rates all change — confirm each with a company secretary before the admission takes effect.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.