LLP Form 3: A Complete Guide

What is LLP Form 3?

LLP Form 3 is a mandatory form that captures the LLP agreement, the foundation document that outlines the operational framework of a Limited Liability Partnership. This agreement defines the relationship among partners, including their roles, decision-making powers, profit and loss sharing arrangements, and more.

It serves as a legal document that governs how the LLP will be run and must be submitted to the MCA to make the LLP agreement officially valid.

Purpose of Filing LLP Form 3

When to File LLP Form 3?

Key Components of LLP Form 3

These elements ensure the LLP operates smoothly and fairly for all stakeholders.

Steps to File LLP Form 3

Here’s a step-by-step guide to filing LLP Form 3 online:

1. Log in to the MCA portal.
   

2. Download the latest version of LLP Form 3 under the “MCA Services > LLP E-Forms” section.
   

3. Fill in the required details of the LLP agreement:
   

   • LLP name and LLPIN
     

   • Date of agreement
     

   • Partner details and their contributions
     Rights, responsibilities, and governance structure
     

4. Attach the signed LLP agreement as a PDF
   

5. Upload any other mandatory documents (as specified)
   

6. Validate and pre-scrutinise the form using the MCA tool
   

7. Sign digitally (DSC) by a designated partner
   

8. Submit the form and make the payment online
   

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Filing LLP Form 3 for LLP Incorporation and Changes in LLP Agreement

LLP Form 3 is divided into two key sections:

1. Initial Filing of LLP Agreement (Section 1):

Used at the time of incorporation, this section requires details like:

• Nature of business
  

• Partner contributions
  

• Profit-sharing ratios
  

• Decision-making and meeting procedures
  

2. Filing Amendments to LLP Agreement (Section 2):

Used when there’s a change in:

• Capital contribution
  

• Partners or their roles
  

• Profit-sharing arrangements
  

You must provide:

• Amendment date
  

• Number of changes
  

• SRN (Service Request Number) of related forms previously filed
  

Before proceeding to either section, you must enter basic details like LLPIN, registered address, and jurisdiction.

Additional Disclosure Requirements – Revised Form No. 3 (LLP Rules 2023)

The LLP (Amendment) Rules, 2023 introduced stricter disclosure norms in Form No. 3 to enhance transparency, especially when a corporate body is a partner.

New requirements include filling Table 19(a) with:

• Body Corporate Partner (Yes/No) – Indicates if the partner is a corporate entity.
  

• Partner/Nominee ID – DPIN, PAN, or Passport number of the individual or nominee.
  

• Additional ID Details – Supporting information related to the identification number.
  

• Corporate Type – Type of body corporate (e.g., company, LLP).
  

• Corporate ID – CIN, LLPIN, FCRN, FLLPIN, or other ID numbers.
  

• Additional Corporate Details – Extra info related to the above IDs.
  

• Corporate Name – Legal name of the body corporate partner.
  

• Designation – Whether the person is a Partner or Designated Partner.
  

• Contribution Form – Mode of contribution (Cash/Non-cash/Conversion).
  

• Contribution Value – Monetary value of the contribution.
  

• Profit Share % – Profit sharing ratio assigned to the partner.
  

• Type of Change – Whether the entry reflects an addition, deletion, change, or no change.
  

These disclosures ensure better governance and accountability within LLPs.

Fees for Filing LLP Form 3

Penalty for Non-Filing Form 3 LLP

Failing to file the LLP Form 3 on time results in:

• Late filing fees of ₹100 per day
  

• Potential rejection of other compliance forms
  

• Inability to legally enforce the LLP agreement
  

• Legal complications and MCA notices
  

• Difficulty in onboarding new partners or raising capital
  

Common Mistakes to Avoid

Avoid these common errors when filing LLP Form 3:

• Entering incorrect partner details
  

• Uploading unsigned or outdated LLP agreements
  

• Missing the 30-day deadline
  

• Not updating the form after changes in the LLP agreement
  

• Skipping mandatory fields in Table 19(a) (as per 2023 rules)
  

Pro Tip: Always validate and preview the form before submission, and keep a copy of the SRN for future reference.

Conclusion

LLP Form 3 is an important compliance document that legally records your LLP agreement with the Ministry of Corporate Affairs. It captures critical aspects like partner roles, profit-sharing arrangements, and decision-making protocols that define how your LLP functions.

If you’re forming an LLP or planning amendments to your existing agreement, don’t overlook LLP Form 3. Stay compliant to not only avoid hefty penalties but also build a solid foundation for the growth and scalability of your LLP.