LLP Supplementary Agreement (India)
SUPPLEMENTARY LLP AGREEMENT
This Supplementary LLP Agreement ("Supplementary Agreement") is entered into on [Supplementary Date] by and between the partners of [LLP Name] (LLPIN: [LLPIN]), a Limited Liability Partnership incorporated under the Limited Liability Partnership Act 2008, with its registered office at [State of Registration].
This Supplementary Agreement supplements and amends the LLP Agreement dated [Original Agreement Date] (the "Original Agreement") and shall be filed in Form 3 on the MCA21 portal within 30 days of the date hereof, as required under Section 23(4) of the Limited Liability Partnership Act 2008.
1. PARTIES
The parties to this Supplementary Agreement are all existing partners of [LLP Name]:
(a) [Partner 1 Name]
(b) [Partner 2 Name]
(c) [New Partner Name] (new partner being admitted, if applicable)
2. RECITALS
2.1 The LLP was incorporated under the Limited Liability Partnership Act 2008 and operates under the Original Agreement dated [Original Agreement Date].
2.2 The partners have agreed to amend the Original Agreement as described herein, with effect from [Effective Date].
2.3 The type of amendment being made is: [Amendment Type].
3. AMENDMENTS TO THE ORIGINAL AGREEMENT
3.1 The partners hereby agree to the following amendments to the Original Agreement, with effect from [Effective Date]:
[Amendment Description]
3.2 Except as expressly amended by this Supplementary Agreement, all other terms and conditions of the Original Agreement remain in full force and effect.
3.3 In the event of any inconsistency between this Supplementary Agreement and the Original Agreement, the terms of this Supplementary Agreement shall prevail to the extent of the inconsistency.
4. NEW PARTNER ADMISSION (IF APPLICABLE)
4.1 The partners unanimously consent to the admission of [New Partner Name] (address: [New Partner Address], PAN: [New Partner PAN]) as a partner of [LLP Name] with effect from [Effective Date].
4.2 [New Partner Name] shall contribute ₹[New Partner Contribution] to the LLP's capital and shall be entitled to [New Partner Profit Share]% of the LLP's net profits and losses.
4.3 [New Partner Name] has provided their written consent to become a partner in Form 9 dated [Admission Consent Date], which is enclosed with this Supplementary Agreement. The admission of [New Partner Name] shall be notified to the Registrar in Form 4 within 30 days of the effective date.
4.4 By signing this Supplementary Agreement, [New Partner Name] agrees to be bound by the Original Agreement (as amended by this Supplementary Agreement) in all respects.
5. ROC FILINGS
5.1 The Designated Partners of [LLP Name] shall ensure that this Supplementary Agreement is filed in Form 3 with the Registrar of Companies within 30 days of the date of execution, as required under Section 23(4) of the LLP Act 2008.
5.2 If this Supplementary Agreement involves a change in partners, the change shall also be notified in Form 4 within 30 days of the effective date.
5.3 Failure to file within 30 days attracts a penalty of ₹100 per day per default, subject to a maximum of ₹5 lakh, under Section 23(5) of the LLP Act 2008.
6. GENERAL
6.1 This Supplementary Agreement is governed by the Limited Liability Partnership Act 2008 and the laws of India.
6.2 This Supplementary Agreement is executed on non-judicial stamp paper of appropriate value under the Indian Stamp Act 1899 and the applicable stamp act of [State of Registration].
Partner 1
________________
Signature
Partner 2
________________
Signature
New Partner (if applicable)
________________
Signature
What Is a LLP Supplementary Agreement (India)?
An LLP Supplementary Agreement is a formal legal document executed by the partners of an existing Limited Liability Partnership to amend, modify, or add to the terms of the original LLP Agreement in India. It is the instrument through which partners record and formalise any change in the internal governance of the LLP — such as a change in the profit-sharing ratio, the admission or departure of a partner, an increase or decrease in partner contributions, or any modification to the management or decision-making provisions.
Under Section 23(4) of the Limited Liability Partnership Act 2008, any change in the LLP Agreement must be filed with the Registrar of Companies in Form 3 within 30 days. The Supplementary LLP Agreement serves as the supporting document attached to the Form 3 filing, providing the ROC with the full text of the amendment.
A Supplementary Agreement does not replace the original LLP Agreement — it operates in conjunction with it, with the supplementary terms prevailing over conflicting provisions in the original to the extent of the inconsistency. The Supplementary Agreement must reference the original agreement (with its date and filing reference) and clearly specify which provisions are being amended, deleted, or added.
The India LLP Supplementary Agreement (India) must be executed on non-judicial stamp paper of appropriate value (under the Indian Stamp Act 1899 and the applicable state stamp act), signed by all partners (including any new partner being admitted), and filed with the ROC within the prescribed timeline to avoid penalties under Section 23(5) of the LLP Act 2008.
The legal framework governing the LLP Supplementary Agreement (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a LLP Supplementary Agreement (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Limited Liability Partnership Act, 2008 sets the foundational requirements.
When Do You Need a LLP Supplementary Agreement (India)?
An LLP Supplementary Agreement is needed whenever the partners of an existing LLP want to formally change any term of their original LLP Agreement.
You need this agreement when admitting a new partner — the supplementary agreement records the new partner's contribution, profit share, rights, and obligations, and the revised sharing ratios for all partners.
You need this agreement when changing the profit-sharing ratio among existing partners — for example, when one partner takes on additional management responsibilities and the others agree to revise the profit allocation in recognition of this.
You need this agreement when a partner makes an additional capital contribution or withdraws capital, changing the relative contribution levels and potentially the profit-sharing ratio.
You need this agreement when the partners want to add provisions to the original agreement — such as a non-compete clause, an IP assignment provision, a specific restriction on transferring a partner's interest, or a new dispute-resolution mechanism.
You need this agreement when a partner ceases to be a partner (by retirement, resignation, or expulsion) and the surviving partners want to document the terms of exit, settlement of accounts, and the revised profit-sharing ratio among the continuing partners.
Parties in India should prepare a LLP Supplementary Agreement (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your LLP Supplementary Agreement (India)
A well-drafted LLP Supplementary Agreement should contain the following key elements.
Reference to Original Agreement: The date, parties, LLPIN, and Form 3 filing reference of the original LLP Agreement being supplemented.
Effective Date of Changes: The date from which the supplementary terms take effect — which may differ from the date of execution of the supplementary agreement.
Specific Amendments: A clause-by-clause description of each amendment — identifying the original clause being amended, the text being deleted, and the replacement text being inserted.
New Partner Details (if applicable): Full name, address, PAN, Aadhaar, DPIN (if designated partner), and contribution details of any new partner being admitted.
Revised Schedules: Updated schedules showing the revised capital contribution of each partner, revised profit-sharing ratio, and revised list of designated partners, as applicable.
All-Partner Consent: Execution by all existing partners (and new partners, if any) to confirm unanimous or required-majority consent to the changes.
Stamp Duty: Executed on appropriate non-judicial stamp paper under the Indian Stamp Act 1899 and the applicable state stamp act, with stamp duty calculated on any incremental monetary contribution being recorded.
ROC Filing Undertaking: A clause noting that the supplementary agreement will be filed in Form 3 with the ROC within 30 days of execution, as required by Section 23(4) of the LLP Act 2008.
Additional compliance elements for a LLP Supplementary Agreement (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
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author = {{Forms Legal}},
title = {LLP Supplementary Agreement (India) (India)},
year = {2026},
howpublished = {\url{https://forms-legal.com/india/business/corporate/llp-supplementary-agreement-india}},
note = {Free legal document template. Based on Limited Liability Partnership Act, 2008}
}Frequently Asked Questions
A supplementary LLP agreement is required under the Limited Liability Partnership Act 2008 whenever the partners of an existing LLP wish to amend, modify, or supplement the terms of the original LLP Agreement. Under Section 23(4) of the LLP Act 2008, any change in the LLP Agreement must be intimated to the Registrar of Companies in Form 3 within 30 days of such change — the supplementary agreement serves as the formal document recording that change. Common situations requiring a supplementary agreement include: (1) Admission of a new partner — when a new individual or entity joins the LLP as a partner, their contribution, profit share, and rights must be formally recorded in a supplementary agreement, and the change must be notified to the ROC in Form 4 (partner change) and Form 3 (agreement change) within 30 days. (2) Change in profit-sharing ratio — if the existing partners agree to revise the ratio in which profits and losses are distributed, a supplementary agreement documents the revised ratio and its effective date. (3) Change in contribution — if a partner makes an additional contribution (cash or kind) or if a partner's contribution is withdrawn, the supplementary agreement records the revised contribution and any impact on profit-sharing or voting rights. (4) Change in management provisions — if the partners wish to modify the decision-making procedures, meeting requirements, or the designated partners' authorities. (5) Addition or modification of non-compete, confidentiality, or IP provisions.
The admission of a new partner into an existing LLP in India is governed by Sections 6 and 7 of the LLP Act 2008 read with Rules 21 and 22 of the Limited Liability Partnership Rules 2009. The procedure involves both internal (partner consent and documentation) and external (ROC filings) steps. Step 1 — All-partner consent: Under the LLP Act 2008, no person can be admitted as a partner without the consent of all existing partners, unless the LLP Agreement provides for a different procedure (e.g., consent of a specified majority). The consent must be documented — typically in the form of a resolution signed by all existing partners or a meeting of partners with minutes. Step 2 — Due diligence on the incoming partner: If the incoming partner is to be a designated partner, they must hold a valid DPIN (Designated Partner Identification Number). If they are to be a regular partner, PAN and identity/address proof are sufficient. For corporate partners (companies or LLPs), the board resolution or partner consent authorising the investment must be obtained. Step 3 — Supplementary LLP Agreement: A Supplementary LLP Agreement is executed recording: the name, address, PAN, Aadhaar (for individuals) or CIN/LLPIN (for entities) of the new partner; their agreed contribution (amount, form, and timeline); their profit-sharing ratio; their rights and obligations; and the revised profit-sharing ratios of all existing partners after the new partner's admission.
Stamp duty on an LLP Agreement (and supplementary agreement) in India is governed by the Indian Stamp Act 1899 and the relevant state stamp acts (as stamp duty is a state subject under Entry 63 of the Concurrent List of the Seventh Schedule to the Constitution of India). The applicable stamp duty varies by state and by the nature of the change being documented. For an original LLP Agreement: Most states levy stamp duty on partnership/LLP agreements based on the amount of capital contribution. For example, in Maharashtra, the stamp duty on a partnership deed (which applies to LLP agreements) is 0.1% of the aggregate partnership capital contribution or ₹15,000, whichever is lower, under Article 46 of Schedule I to the Maharashtra Stamp Act 1958. In Delhi, the stamp duty on a partnership deed is ₹5 per ₹1,000 of capital (Article 46 of Schedule I-A to the Indian Stamp Act 1899 as applicable to Delhi). The specific rate should be verified against the applicable state stamp schedule at the time of execution. For a supplementary LLP agreement: Where the supplementary agreement records an increase in contribution (additional capital being brought in), stamp duty is typically levied on the incremental contribution amount at the rate applicable to partnership deeds in the relevant state. Where the supplementary agreement records only a change in profit-sharing ratio, management provisions, or other non-monetary terms, a nominal fixed duty applies (e.g., ₹500 or ₹1,000 as a 'miscellaneous' instrument in most states).
The exit of a partner from an LLP and the treatment of their profit share and capital is governed by the LLP Agreement (and any supplementary agreement), Section 24 of the LLP Act 2008, and the applicable provisions of the Income Tax Act 1961. Under Section 24(1) of the LLP Act 2008, a partner may cease to be a partner of the LLP: (a) in accordance with the LLP Agreement; or (b) in the absence of any provision in the LLP Agreement, by giving 30 days' notice to the other partners; or (c) on death or dissolution of a corporate partner; or (d) by order of the NCLT (National Company Law Tribunal) on application by the LLP or any partner. Settlement of departing partner's account: The LLP Agreement (or supplementary agreement) typically specifies how the departing partner's capital account and undistributed profit share are to be settled. Common approaches include: (a) payment of the partner's capital contribution and their proportionate share of undistributed profits as at the date of exit; (b) deferred payment in instalments over an agreed period; (c) set-off against any outstanding obligations of the departing partner to the LLP. Goodwill: If the LLP has built up goodwill over time, the departing partner may be entitled to a share of the goodwill value, or the LLP Agreement may expressly exclude goodwill from the departing partner's entitlement. The treatment of goodwill must be specified in the agreement to avoid disputes.
A LLP Supplementary Agreement (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Limited Liability Partnership Act, 2008 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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