Every change to an LLP agreement — contribution, profit sharing, business, registered office, designated partners, remuneration, or any clause at all — must be recorded in a supplementary agreement and filed with the Registrar within the period prescribed. An amendment agreed among the partners but never filed does not appear on the register, and the LLP’s own position becomes unprovable.
Supplementary Agreement to an LLP Agreement
[LLP NAME] LLP
Every change to an LLP agreement — contribution, profit sharing, business, registered office, designated partners, remuneration, or any clause at all — must be recorded in a supplementary agreement and filed with the Registrar within the period prescribed. An amendment agreed among the partners but never filed does not appear on the register, and the LLP’s own position becomes unprovable.
| Item | Detail |
|---|---|
| LLP | [LLP NAME] LLP, LLPIN [LLPIN] |
| Registered office | [ADDRESS] |
| Principal agreement dated | [DATE] |
| Previous supplementary agreements | [DATES, or "None"] |
| This supplementary agreement number | [NUMBER] |
| Nature of the amendment | [SUMMARISE IN ONE LINE] |
| Effective date | [DATE] |
| Filing due by | [DATE] — prescribed form recording the change in the LLP agreement |
THIS SUPPLEMENTARY AGREEMENT is made at [PLACE] on [DATE]
AMONG:
(1)[PARTNER 1], [particulars, PAN and DPIN];
(2)[PARTNER 2], [particulars, PAN and DPIN];
(3)[PARTNER 3], [particulars, PAN and DPIN]
(together, the "Partners"), and [LLP NAME] LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 bearing LLPIN [LLPIN] (the "LLP").
Recitals
A.The Partners and the LLP are parties to an LLP agreement dated [DATE][, as amended by supplementary agreements dated ______] (together, the "Principal Agreement").
B.The Partners have agreed to amend the Principal Agreement in the manner set out below, and to record that amendment by this Supplementary Agreement.
C.The amendment has been approved by the Partners at a meeting held on [DATE], in accordance with Clause [NUMBER] of the Principal Agreement.
NOW THEREFORE the parties agree as follows:
1. Amendment
1.1With effect from [DATE] (the "Effective Date"), the Principal Agreement is amended as set out in Schedule 1.
1.2Where Schedule 1 provides for a clause of the Principal Agreement to be deleted and replaced, the replacement clause shall be read as if it had always formed part of the Principal Agreement from the Effective Date.
6 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 7 pages.
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.
Any change to an LLP agreement must be recorded in a supplementary agreement and filed with the Registrar in the prescribed form within the period prescribed. An amendment the partners have agreed but never filed is not on the register, and where the LLP’s internal position and the register disagree, it is the LLP that has to explain the discrepancy — usually to a bank, an auditor or a buyer.
Schedule 1 requires both the existing and the replacement text in full. A supplementary agreement that describes the effect of an amendment without setting out the new wording leaves the current terms of the LLP agreement genuinely uncertain, and after two or three such amendments nobody can say what the agreement says. This is the single most common defect in LLP amendments.
Remuneration to a working partner is deductible only where it is authorised by the LLP agreement and relates to a period after the date of that agreement. A supplementary agreement executed in March authorising remuneration for the year then ending does not achieve the deduction for that year. Execute before the period begins. Clause 3.3 states the constraint expressly so that it is not overlooked at signature.
A change in profit-sharing proportions applies to profits arising on and after the effective date. Profits already earned are shared in the old proportions and the accounts must be apportioned. Partners frequently intend a change to apply to the whole year in which it is made; if that is genuinely intended, it must be effected before the year begins.
A change in partners, in designated partners, in the registered office or in the name each requires its own prescribed form in addition to the filing of the supplementary agreement. The table of common amendments sets out which. Filing only the agreement leaves the register partly updated, which is worse than not updating it at all because it looks complete.
Additional fees for late LLP filings accrue per day of delay and are not subject to the ceilings applying to companies. A supplementary agreement filed months late can cost many multiples of the original fee. Diarise the filing on the day of execution.
After any change affecting designated partners, the LLP must still have at least two individuals as designated partners with at least one resident in India. Clause 3.4 requires the partners to confirm this. A change that breaches the requirement puts the LLP in default from the moment it takes effect.
Facility agreements, leases and material contracts frequently contain provisions triggered by a change in partners, in control, or in the nature of the business. Clause 2.4 requires the partners to confirm that no consent is needed, or to annex it. Ask the question before executing, not after a lender notices.
A supplementary agreement is separately stampable, and in several States duty on an LLP instrument is calculated by reference to contribution. Where the amendment increases contribution, the duty may be significant. Confirm the article and the rate in the State of execution before printing, and note the place of execution correctly.
After three or four supplementary agreements, reading the current position requires assembling five documents in the right order, and partners begin to disagree about what was agreed. At that point, execute and file a consolidated restated LLP agreement in place of a further supplement. It costs one more filing and removes a standing source of confusion.
Retain every supplementary agreement with the principal agreement at the registered office, numbered in sequence, and record the sequence in the header of each new one. Diligence will ask for the complete chain, and a missing link means the current terms cannot be established.
Reflects Indian law current as of {{DATE OF USE}}. Filing forms, timelines, additional fee structures, stamp duty rates and the tax limits on partner remuneration all change — confirm each with a company secretary and a tax adviser before execution.
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.