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Change of Directors/ Designated Partners of LLP

Change the partner cum Designated Partners

A change in partners or designated partners is a significant event in the life of a Limited Liability Partnership (LLP), as it impacts the foundational structure of the entity.

Changes in partners can occur in various forms:

  • Admission of a new partner
  • Retirement of an existing partner
  • Admission and retirement of partners simultaneously
  • Change in designation of partners (i.e., a partner becoming a designated partner or vice versa)
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    Procedure for Changes in Partners/Designated Partners:

    1. Admission of a New Partner:
      • If the new partner is to be appointed as a Designated Partner, they must have or apply for Director Identification Number (DIN) by filing Form DIR-3. This form needs to be signed by both the new partner and an existing partner, along with identity and address proofs.
    2. Amendment Deed:
      • Changes in the partner structure must be formalized through an Amendment Deed, which could be an Admission Deed, Retirement Deed, or an Admission-cum-Retirement Deed if both events occur simultaneously.
      • The Amendment Deed should be properly stamped as per the state or union territory’s stamp duty laws, based on the capital contribution and other factors.
      • It must outline the agreed terms, such as the effective date of the change, the capital contribution of the new partner (if applicable), and any other relevant terms.
    3. Filing with the Registrar of Companies (RoC):
      • Partners must file Form 3 (for the LLP Agreement) and Form 4 (for changes in partners/designated partners) with the Registrar of Companies (RoC) within 30 days of the effective date of the change.
      • Both forms should be submitted with the Amendment Deed as an attachment.

    By following these procedures, an LLP can ensure that any change in partners or designated partners is legally valid and properly documented, ensuring compliance with the LLP Act, 2008.