Add or remove an LLP partner,cleanly, and within the deadline.
A new partner joining with fresh capital, a co-founder walking away, a partner being promoted to designated partner, or a resident-Indian designated partner being added so a foreign founder can incorporate. Each one is the same filing to the Ministry of Corporate Affairs. Same forms, same thirty-day window, same supplementary Agreement.
Brief last revised · July 2026
How the filing works
From the supplementary LLP Agreement to the updated partner record on the MCA portal.
Situations that bring people to this filing
The mechanics are the same no matter who is joining or leaving, but the situation on the ground varies. These are the four patterns that account for almost every LLP partner-change filing:
- i.
A new partner is brought in with fresh capital
The LLP is growing and a new person is joining with a capital contribution, a share of profits, and a role in management. The change is friendly, the partners agree on the split, the supplementary LLP Agreement records the new numbers, and Form 4 plus Form 3 are filed within thirty days.
Add a new partner - ii.
A partner exits
A partner wants out. They may take their capital contribution back, sell it to remaining partners, or transfer it to an incoming partner. Either way, the LLP Agreement is amended to reflect the exit, capital accounts are settled, and Form 4 is filed. Section 24 of the LLP Act covers cessation.
File the partner exit - iii.
A resident-Indian designated partner is added
Every LLP needs at least two designated partners, one of whom must be an Indian resident (in India for 120 days a year). Foreign-founder LLPs frequently need to add a co-founder, senior hire, or family member to meet this rule. Section 7 of the LLP Act.
Add a resident-Indian designated partner - iv.
A partner is removed for cause
Where the LLP Agreement provides for expulsion, a partner can be removed by the majority route the Agreement lays down, usually a written notice + a fixed vote threshold. Form 4 is filed once the removal is effective. Absent a clear expulsion clause, removal is not automatic and needs a court order.
File the expulsion
What Form 4 actually does
Every change to an LLP's partners is reported to the Ministry of Corporate Affairs through a form called Form 4. It carries the details of the person joining or leaving, the date the change took effect, the nature of the change (appointment, cessation, or designation change), and their DPIN.
Form 4 is almost always filed alongside Form 3, which reports the supplementary LLP Agreement that captures the change on paper. The two forms are linked at MCA: Form 4 alone, without Form 3, leaves the LLP Agreement out of sync with the partner record, and any future filing gets flagged.
Both forms have to be filed within 30 days of the change, digitally signed by a designated partner, and certified by a Practising Company Secretary.
The three forms
- FORM 4The main filing. Reports the appointment, cessation, or designation change to the Ministry, with the effective date and DPIN. One form per change; multiple changes on the same date can be bundled.
- FORM 3Reports the supplementary LLP Agreement that captures the change on paper. Filed together with Form 4 so the partner record and the Agreement stay in sync.
- FORM 7 / DIR-3The DPIN application. Only used when the incoming designated partner does not already have a DPIN (or DIN, which is treated as the same number). Filed alongside Form 4.
If the incoming partner already has a DPIN or DIN from an earlier role in any company or LLP, the DPIN application is skipped. The number is for life, dormant until reused.
Documents you will need to send
The paperwork splits into two piles: what applies to the person coming in or leaving, and what applies to the LLP itself.
For the new or outgoing partner
- PAN card and Aadhaar (or apostilled passport if foreign or NRI)
- Address proof issued in the last two months, in their name (bank statement, electricity bill, phone bill)
- Passport-size photograph on a plain background
- Written consent to act (if joining) or resignation letter (if leaving)
- Existing DPIN or DIN, if they hold one from any earlier role
From the LLP's side
- Certificate of Incorporation and the current LLP Agreement, including every earlier amendment
- Supplementary LLP Agreement recording the change, drafted and stamped as per your state's stamp duty
- Partner resolution or written consent of all partners agreeing to the change
- Digital Signature Certificate of a designated partner (existing, not the one being appointed)
Done within 7 to 10 working days
Most partner changes wrap in about a week and a half from a clean start. Timing stretches only if the incoming partner needs a fresh DPIN (adds a day or two), or if the state stamp office is slow with the supplementary Agreement.
- Day 1
Briefing, documents, and consent
Details of the person joining or leaving are shared, along with their KYC papers. The consent letter (if joining) or resignation letter (if leaving) is drafted.
- Days 1–3
Supplementary LLP Agreement drafted
The amendment deed is drafted with the new partner's capital contribution, profit share, role, and, if relevant, updated capital-account settlements for outgoing partners.
- Days 3–4
Stamp duty and execution
The Agreement is stamped as per the state schedule and signed by every partner (existing and new, or existing and outgoing).
- Days 4–5
DPIN application, if needed
If the incoming designated partner does not already have a DPIN or DIN, Form 7 or DIR-3 is filed with their KYC papers and the attestation of an existing designated partner.
- Days 5–7
Form 4 and Form 3 filed, certified by PCS
Both forms are digitally signed by a continuing designated partner and certified by a Practising Company Secretary, then submitted to the Ministry.
- Days 7–10
MCA approval and update
MCA processes the two filings in two to three working days. Once accepted, the partner change is live on the public record and the LLP's master data is updated.
Our fee
Starting at ₹5,000 for the filing itself.
- Professional fee₹5,000Per partner change. Includes drafting the supplementary LLP Agreement, Form 4 and Form 3 preparation, PCS certification, and MCA follow-up.
- Government filing fee₹50 – ₹200Charged by MCA on Form 4 and Form 3. Depends on the LLP's total capital contribution (₹50 for smaller LLPs, up to ₹200 for larger).
- State stamp dutyState-specificOn the supplementary Agreement. Ranges from a fixed ₹500 in some states to 1% of the incremental capital contribution in Maharashtra. Computed against your registered office state.
- DPIN + DSC for incoming partner₹500 + ₹1,600Only if the incoming designated partner does not already hold a DPIN/DIN and a valid DSC. Skipped otherwise.
Your exact all-in number appears in the online form before any payment is taken. No amount is charged before you confirm.
What changes on the ground
Once Form 4 and Form 3 are accepted, the LLP's public record on the MCA portal is updated the same day. The new partner appears against the LLP in every future filing and public search. A few housekeeping items follow.
- Partner register updatedThe LLP's internal register of partners and designated partners is updated with the incoming or outgoing partner's details, capital contribution, and effective date.
- Bank mandate revisedThe LLP's bank is informed with a copy of the supplementary Agreement and the Form 4 acknowledgement. Signing authority on the account is added or removed. Cheques signed by an outgoing partner after their cessation are technically unauthorised.
- Capital account settlementThe outgoing partner's capital account is either repaid, transferred to an incoming partner, or held on record for later settlement per the terms of the supplementary Agreement.
- GST portal authorised-signatory updateIf the outgoing partner was the authorised signatory on GST returns, GST REG-14 is filed to change the primary signatory. Missing this leaves GST returns signed by someone the portal no longer recognises.
- Income-tax authorised signatory refreshedThe LLP's Income Tax portal login and the DSC linked for tax filings are updated. A stale signing authority delays the next quarterly TDS return and the annual ITR.
- New designated partner's KYC on MCAIf a fresh DPIN was issued, the new designated partner completes the annual DIR-3 KYC on the MCA portal by 30 September of the following financial year. Missing this deactivates the number.
- Outgoing partner's DSC handledIf the outgoing designated partner's DSC was held for LLP filings, it is either returned or its authorisation to sign for the LLP is withdrawn in writing.
- Contracts and vendor records notifiedMajor customers, vendors, service providers, and lenders who dealt with the outgoing partner are notified. Powers of Attorney and letters of authority referring to the partner are updated or replaced.
Common mistakes to avoid
The forms themselves are short. What trips people up is everything around the forms. These are the pitfalls that come up most often, and each one is expensive to unwind.
Skipping the supplementary LLP Agreement
Some LLPs file Form 4 alone to update the partner record and forget the supplementary Agreement. The MCA record now says one thing, the LLP Agreement says another. Future filings get flagged, and courts read the older Agreement as the operative one. Always file Form 3 with Form 4.
Under-stamping the supplementary Agreement
Every state has its own stamp duty on an LLP Agreement amendment. Under-stamping makes the Agreement inadmissible in court and can invite a penalty of ten times the deficient duty. Check your state's schedule (Maharashtra, Karnataka, and Delhi have distinct treatments) before executing the deed.
Missing the 30-day window
LLP late fees are among the steepest in Indian corporate law: 1× the normal fee for the first month of delay, climbing sharply to as much as 50× for a large LLP after 90 days. A single missed Form 4 can leave a thirty-thousand-rupee hole in the year's compliance budget. File within thirty days, not on the twenty-ninth.
Not settling the outgoing partner's capital account
A partner's cessation is not just a form. Their capital contribution has to be repaid, adjusted against outstanding withdrawals, or transferred to an incoming partner, all recorded in writing. Filing Form 4 without settling the capital account leaves a dispute waiting to happen, and the exiting partner has grounds to sue.
Signing with a designated partner who is stepping down
Form 4 has to be signed by a designated partner who is continuing, not the one who is leaving. Signing with the outgoing partner's DSC on the day of their cessation risks the filing being rejected. Always use the DSC of a partner who is staying on.
Understanding the change
The structural background, read at your pace, in any order.
Partner and designated partner, explained
An LLP has two kinds of partners, and the difference matters more than it looks at first.
Ordinary partner
Contributes capital, shares in profits, has a vote at partner meetings, and takes decisions on the business. But is not personally on the hook to MCA for the LLP's compliance filings. Any adult can be an ordinary partner; there is no lifetime identity number, and no signing role for MCA filings.
Designated partner
An ordinary partner plus a statutory role. Every LLP must have at least two designated partners, one of whom is a resident of India. They are personally responsible for the LLP's compliance under the LLP Act 2008: annual filings, tax returns, and any regulator notice. Their DPIN is what MCA links every filing to.
Every designated partner is a partner
But not every partner is a designated partner. An LLP can have (say) five ordinary partners and only two designated partners; the two designated ones carry the paperwork and the compliance liability, the other three enjoy the profit share without the exposure.
Body corporate as partner
A partner can be a company, LLP, or other body corporate. In that case, the body corporate names an individual as its nominee to act as its representative and, if the body is a designated partner, that nominee is the one whose DPIN is used and who signs the filings.
The three ways a partner leaves
A partner's tenure can end in three ways. Each route has its own paperwork, and each depends on what the LLP Agreement says about it.
Voluntary retirement or resignation
The partner gives written notice. The LLP Agreement usually specifies the notice period (30 or 60 days is common). Capital contribution is settled, the supplementary Agreement records the exit, and Form 4 is filed. Section 24 of the LLP Act.
Expulsion (only if the Agreement allows it)
A partner can be expelled only if the LLP Agreement includes an explicit expulsion clause with a clear procedure and voting threshold. Without such a clause, expulsion is not legally possible; the majority cannot simply outvote a partner out. The remaining partners would have to petition a court, or dissolve and reconstitute the LLP.
Cessation by law
A partner ceases automatically on death, insolvency, being declared of unsound mind, or on the LLP being wound up. The LLP still has to file Form 4 recording the cessation and update the partner list. If cessation drops the LLP below two partners for more than six months, the sole remaining partner becomes personally liable for the LLP's debts.
DPIN and DSC, explained
Two acronyms come up in every partner-related conversation. They sound similar. They are not the same.
DPIN. The identity.
The Designated Partner Identification Number is an eight-digit unique ID issued by the Ministry of Corporate Affairs to every person who serves, or intends to serve, as a designated partner. It is applied for once, held for life, and used across every LLP the person is a designated partner in. From 2011 onwards, DPIN is treated as the same number as DIN (Director Identification Number); a person with a DIN can use it as a DPIN without a fresh application.
A person cannot be appointed as a designated partner without a DPIN. If the incoming person does not have one (or a DIN), Form 7 or DIR-3 is filed alongside Form 4 to apply for it.
In practice: most people who have been a director or a designated partner before already have the number. Ask them first, or check the MCA portal's master-search before you file. A quick check saves a two-day application later.
DSC. The signature.
The Digital Signature Certificate is what makes it possible to sign forms online. The MCA portal does not accept scanned paper signatures. A DSC is a small USB token, certified by one of the licensed Certifying Authorities in India, and it holds the partner's cryptographic signing key. It is valid for two years and has to be renewed.
Only designated partners need a DSC. Ordinary partners can sign the LLP Agreement in ink; they do not sign MCA filings. The outgoing designated partner does not need a fresh DSC to leave, since it is a continuing designated partner who signs Form 4.
The supplementary LLP Agreement
Form 3 files a document. That document is the supplementary LLP Agreement: the amendment deed that captures the change on paper. It sits alongside the original LLP Agreement, and every future amendment adds another layer. Together they define who the partners are, what they contributed, how profits and losses are shared, and how the LLP is run.
Why the stamp duty step matters
The supplementary Agreement is a document liable to stamp duty under each state's Stamp Act. The duty varies:
- Maharashtra: 1% of the incremental capital contribution, with a minimum floor.
- Karnataka and Delhi: a fixed amount by capital slab, typically ₹500 to ₹5,000.
- Other states: check the local schedule, or the paralegal on the filing will pull the exact amount before execution.
Under-stamping is a common and painful mistake. A deficiently stamped Agreement is not admissible as evidence in court, cannot be enforced against a partner who chooses to dispute it, and invites a penalty of up to ten times the deficient duty. Getting this right at the drafting stage costs nothing extra; getting it wrong is expensive.
If the 30-day deadline is missed
Form 4 and Form 3 have to be filed within 30 days of the change. Missing the deadline does not stop the filing from being accepted, but it does make it dramatically more expensive: LLP additional fees are among the harshest in Indian corporate law.
The multiplier structure starts at 1× the normal fee for delays up to a month and climbs sharply. A ten-day delay is inexpensive. A six-month delay on a large LLP can cross fifty times the normal fee. Small LLPs (contribution up to ₹25 lakh) cap at 25×.
Frequently paired with this.
Add or Remove Director
Add or remove a director in a Pvt Ltd or OPC. Filed via DIR-12 with the Registrar.
Change LLP Agreement
Amend your LLP agreement when capital, profit-sharing, business activity, or governance changes.
LLP Annual Filing
File the LLP's two yearly forms: Form 11 (annual return) and Form 8 (accounts and solvency). One shot, no year-round retainer.
- i.
Fill the online form
Save and resume anytime. No pressure to finish in one sitting.
- ii.
Review the scope and fee
The exact all-in fee, the timeline, and what's included appear together before any payment.
- iii.
Filing begins
Your dashboard tracks every step. Every form is signed and certified by a Practising Company Secretary.