Hello Auditor

What is the process to add a new partner in LLP?

Eligibility and Consent

  • The individual must be legally competent to become a partner under Indian contract law
  • The proposed partner must obtain a valid Designated Partner Identification Number (DPIN)
  • A valid Digital Signature Certificate (DSC) is required for filing purposes
  • Consent of the incoming partner must be documented in writing
  • The existing partners must approve the admission through a resolution or mutual consent

Amendment of LLP Agreement

  • The LLP Agreement must be amended to reflect the addition of the new partner
  • The amendment should include details like name, contribution, profit-sharing ratio, and role
  • The modified agreement must be signed by all existing and incoming partners
  • It should specify whether the new partner will be designated or ordinary
  • Any changes to management or contribution must also be recorded

Filing with the Registrar of Companies (RoC)

  • File Form 4 on the MCA portal within 30 days of admission of the new partner
  • Attach the consent letter, DPIN details, and the resolution approving admission
  • If the new partner is also a designated partner, submit his/her consent in Form 9
  • Along with Form 4, file Form 3 to report changes in the LLP Agreement
  • Both forms must be signed using the DSC of a designated partner

Registrar Approval and Update

  • The Registrar reviews the forms and attached documents for accuracy and completeness
  • If all conditions are met, the RoC updates the LLP’s official records
  • The MCA portal reflects the revised list of partners upon approval
  • The LLP must retain updated internal records for compliance and audit purposes
  • No separate certificate is issued, but status can be verified through the MCA website

Post-Addition Compliance

  • Inform the bank and other stakeholders of the change in the LLP structure
  • Update the new partner’s name in statutory records and correspondence
  • Recalculate and document the profit-sharing ratio and capital contributions
  • Ensure the new partner is aware of duties, liabilities, and rights under the LLP Act
  • Maintain a signed copy of the revised LLP Agreement for future reference

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