# LLP Agreement Drafting

> An LLP agreement sets out the partners' contributions, profit-sharing, rights and duties, decision-making, admission and exit, and dispute resolution. It must be filed with the Registrar in Form 3 within 30 days of incorporation, and any change is filed through a supplementary agreement in Form 3. Without an agreement, the default rules in the First Schedule of the LLP Act apply — including equal profit-sharing.

Practice: Legal Documents & Agreements — https://www.industax.com/services/legal-documents/

The First Schedule defaults rarely fit a real business: equal shares regardless of contribution, no remuneration, and unanimous consent for changing the business. A tailored agreement prevents these defaults applying.

We draft the agreement with partner remuneration and interest that the LLP can deduct under Section 40(b), designated partner responsibilities, deadlock and exit clauses, and file it within the deadline to avoid the per-day late fee.

## Key facts

| Item | Detail |
| --- | --- |
| Filing | Form 3 within 30 days of incorporation |
| Changes | Supplementary agreement, Form 3 within 30 days |
| If no agreement | First Schedule defaults (equal sharing) |
| Late fee | ₹100 per day |
| Stamp duty | As per the state of the registered office |

## Who needs this

- Newly incorporated LLPs
- LLPs changing partners or ratios
- Firms converting to LLPs

## What's included

- Agreement drafting
- Tax-aligned remuneration clauses
- Form 3 filing
- Stamping guidance

## Documents

- LLP incorporation certificate
- Partners' details and contributions
- Agreed commercial terms

## Process

1. **Agree** — Terms between partners captured.
2. **Draft** — Agreement prepared and stamped.
3. **File** — Form 3 filed with the Registrar.

## FAQs

### What if the LLP agreement isn't filed within 30 days?

Form 3 can still be filed with an additional fee of ₹100 per day of delay. Until the agreement is filed, the First Schedule defaults govern the partners' relationship.

### Can the LLP agreement be changed later?

Yes, through a supplementary agreement signed by the partners and filed in Form 3 within 30 days of the change.

### Is the LLP agreement public?

Yes. Once filed with the MCA, it can be viewed by anyone who pays the inspection fee, so sensitive commercial terms are sometimes kept in a separate partners' side agreement.

## Official sources

- Ministry of Corporate Affairs: https://www.mca.gov.in/

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Publisher: Indus Tax — CA-led tax and compliance firm (https://www.industax.com). Contact: info@industax.com, 9059139258.
This is general information, not advice for your specific facts.