Add or Remove a Partner (LLP)

Yes, the LLP agreement must be modified with terms of addition or removal by execution of the supplementary deed. All the details including the change of capital and change in terms and profit sharing ratio will be provided in the deed.

The Supplementary Deed must be filed within 30 days from effective date of change or from the date of execution (whichever falls earlier). The delay in filing levies additional fee of Rs 100 per day till the date of filing.

The essential difference between both types of partners is the accountability. Where the partner is responsible only for acts and omissions by himself, the Designated Partners are additionally responsible towards compliance and operational matters of the LLP, including penal provisions.

The LLP must appoint a new designated partner within 6 months from effective date. However, in case the LLP already has another partner, the status of such a partner can be changed to Designated Partner.

The stamp duty shall be paid according to the added capital in the LLP as per the rate prescribed by the respective state. Where there is the addition of capital while addition or removal, the Supplementary Agreement shall be executed by payment of Rs 100/- as stamp duty.

There are no limitations in terms of citizenship or residency to become a Partner. Therefore, the LLP Act, 2008 allows Foreign Nationals including Foreign Companies & LLPs to become LLP in India provided at least one Designated Partner is Indian Resident. The proposed Designated Partner shall hold valid DIN and not be disqualified.

For addition of Partner in the LLP, the consent of the proposed Partner shall be accorded in the prescribed Form. Where the person is to be added as a Designated Partner, he/she must procure a Digital Signature Certificate (DSC) to obtain Director Identification Number (DIN).

DIN is a unique number assigned by MCA to Individuals that allows one to become Director of the company or Designated Partner of any LLP. The DIN is permanently allotted and can be used for subsequent appointment in another company/LLP.

While addition, one may contribute the amount agreed by and between all the Partners including the present, in any form whether tangible or intangible. However, it is not mandatory to bring capital to the LLP.

The rights and liabilities of the new partner(s) will be governed by the LLP Agreement and Supplement Deed of the LLP. Where there are no specific rights/liabilities are prescribed or altered in the Supplement Deed, the rights and liabilities will be same as prescribed in the original LLP Agreement.

The rights and liability of the existing Partner will be as prescribed in the original LLP Agreement. Furthermore, the rights and restrictions can also be specifically mentioned in the Supplement Agreement with any amount of capital to be reimbursed and mode of payment.

In order to resign from the LLP, the Partner shall intimate about the intention to resign to the LLP and remaining partner. At least 30 days’ notice is required to be served by the resigning Partner for the stated purpose.