One of the most important compliance steps when forming a Limited Liability Partnership (LLP) in India is filing LLP Form 3. This form is required to officially document the LLP agreement, which governs the internal operations of the partnership, the roles and responsibilities of partners, profit-sharing ratios, and more. Filing LLP Form 3 with the Ministry of Corporate Affairs (MCA) holds legal significance and must be submitted within a strict timeline of 30 days from the date of incorporation.
In this guide, we’ll walk you through everything you need to know about LLP Form 3, from its purpose and components to filing steps, fees, penalties, and new updates under the LLP Amendment Rules 2023.
Table of Contents
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
Filing LLP Form 3 is essential because it:
- Legally documents the LLP agreement with the government
Defines the rights, duties, and responsibilities of all partners - Establishes clarity on how the LLP will operate
- Ensures regulatory compliance with the MCA
Helps prevent internal disputes by clearly stating each partner’s role and profit-sharing ratio
Without a properly filed LLP Form 3, the LLP risks facing legal and operational complications.
When to File LLP Form 3?
LLP Form 3 must be filed within 30 days from the date of incorporation of the LLP.
In addition to the initial filing, any changes or amendments made to the LLP agreement, such as changes mentioned below, must also be reported by filing a fresh Form 3 within 30 days of the amendment date.
- Partner details
- Capital contribution
- Profit-sharing ratio
- Management structure
Key Components of LLP Form 3
LLP Form 3 is designed to capture critical aspects of the LLP agreement, including:
- Capital contributions of each partner
- Profit-sharing ratios
- Roles and responsibilities of partners
- Management structure and authority levels
- Decision-making processes
- Dispute resolution clauses
- Procedures for adding or removing partners
- Meeting protocols and voting rights
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:
- Log in to the MCA portal.
- Download the latest version of LLP Form 3 under the “MCA Services > LLP E-Forms” section.
- 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
- LLP name and LLPIN
- Attach the signed LLP agreement as a PDF
- Upload any other mandatory documents (as specified)
- Validate and pre-scrutinise the form using the MCA tool
- Sign digitally (DSC) by a designated partner
- 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
The fee for LLP Form 3 varies based on the contribution amount:
Note: Additional charges apply for late filing, which can accrue up to ₹100 per day of delay without any cap.
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.
Frequently Asked Questions
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
Frequently Asked Questions
What are the LLP Form 3 and Form 4?
- LLP Form 3 is used to file the LLP Agreement and any changes made to it. It defines the structure, roles, responsibilities, and terms between the partners.
- LLP Form 4 is used to inform the Ministry of Corporate Affairs (MCA) about appointments, changes, or resignations of designated partners or partners in an LLP.
Is Filing Form 3 necessary for the Limited Liability Partnership?
Yes, filing Form 3 is mandatory. The LLP Agreement must be legally submitted to the MCA within 30 days of incorporation. Failure to do so may result in penalties and legal non-compliance.
What are the LLP Form 3 non-filing fees?
If LLP Form 3 is not filed on time, the late filing fee is ₹100 per day until the default continues. There is no maximum cap, which means the penalty can accumulate significantly if delayed.
What is Form 3 used for?
Form 3 is used to:
- File the initial LLP Agreement with the MCA.
- Report any changes to the existing LLP Agreement (e.g., change in capital, profit-sharing ratio, or partner roles).
What is the due date for filing Form 3 for LLP?
The due date is within 30 days from:
- The date of LLP incorporation (for the initial agreement) or
- The date of any modification made to the LLP Agreement.
What is the penalty for Form 3 LLP?
The penalty for not filing Form 3 within the prescribed time is:
- ₹100 per day of delay, with no upper limit, as per MCA rules.
- This can lead to substantial fines and can delay other compliance activities or changes to the LLP structure.
Nipun Jain is a seasoned startup leader with 13+ years of experience across zero-to-one journeys, leading enterprise sales, partnerships, and strategy at high-growth startups. He currently heads Razorpay Rize, where he's building India's most loved startup enablement program and launched Rize Incorporation to simplify company registration for founders.
Previously, he founded Natty Niños and scaled it before exiting in 2021, then led enterprise growth at Pickrr Technologies, contributing to its $200M acquisition by Shiprocket. A builder at heart, Nipun loves numbers, stories and simplifying complex processes.
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