- Add or Remove a Partner (LLP)
Add or Remove a Partner (LLP)
Assure you are fully complied for change in LLP Partners
Know about change in Partners of LLP
The status of the LLP is unaffected by the addition of new partners or the departure of existing partners, but the expansion and the obligations of the remaining partners are undoubtedly affected. Only with the Ministry of Corporate Affairs’ approval may the partners’ information be changed.
To add or remove a partner from an LLP, the other partners must agree first. Then, the LLP Agreement must be changed, and the modifications must be approved by the MCA. The MCA application must be submitted within 30 days of the change’s effective date.
Why is the change of partners required?
Add or Remove a Partner (LLP)
Expertise with additional capital
Normally, a partner is appointed either for need of capital or the expertise. With increase in capital, the borrowing power of the firm increases with loan opportunities. Admission of a partner not only benefits in form of capital but also leverages the skills and knowledge. The diversity of knowledge and goodwill base helps the business to grow far.
Inability of the existing Partner
The existing partner of the LLP may not be able to contribute his full time after a certain period, whether due to retirement or other reasons. Although the exit of one partner may not affect the existence LLP, it must be dealt with by intimation to MCA and also the appointment of a new partner, if required.
Change in terms of Partnership
It is an agreement between the partners, the terms can be changed mutually at any time. The change might impact the willingness of one or other partner. According to requirements and terms, need both, the addition or removal of a partner may arise. And consequently, the due process must be followed.
Number of Designated Partners is below the statutory limit
Every LLP requires maintaining minimum 2 Designated Partners all time. If due to the resignation of a designated partner from LLP, the total designated partners reduce below 2, the LLP must appoint a new designated Partner or change the position (status) of the existing another partner.
Documents required for Addition or Removal of partner
- Explore change of partners in LLP
Have Questions? Find Answers Here
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.
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.
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