LLP Agreement & Changes — Drafting, Filing, and Amending Your LLP's Governing Document.

The LLP Agreement is the foundational document that governs the internal relations between the partners of an LLP — analogous to the Articles of Association of a company. It sets out the rights, duties, and obligations of each partner; the profit and loss sharing ratio; the contribution of each partner; the management structure (particularly the role of designated partners); the process for admitting and retiring partners; and the provisions for dissolution. Under the LLP Act, 2008, the LLP Agreement must be filed with the Registrar via Form 3 within 30 days of incorporation.

Where an LLP is incorporated without filing an LLP Agreement (or with a delay), the Schedule I of the LLP Act — the default mutual rights and duties — applies. This is almost always disadvantageous for partners, as Schedule I's default provisions do not allow remuneration to partners (only profit sharing), do not specify different profit ratios, and do not address many of the practical governance matters that a well-drafted LLP Agreement would cover. Filing a proper LLP Agreement via Form 3 as soon as possible after incorporation is strongly advisable.

Any change to an LLP Agreement — whether a change in profit sharing ratio, a change in partner contribution, a change in management provisions, an address change, or any other clause amendment — requires a supplementary LLP Agreement to be executed and filed via Form 3 within 30 days of the date of the change. We draft new LLP Agreements, supplementary agreements, and manage Form 3 filings for both initial agreements and all subsequent changes throughout the LLP's life.