LLP agreement: meaning, contents and Form 3 filing
An LLP agreement sets partners' rights, duties, contribution and profit share. It must be filed with the ROC in Form 3 within 30 days of incorporation.
Short answer
An LLP agreement is the written agreement between the partners of a limited liability partnership, or between the LLP and its partners, that sets out their mutual rights and duties. Under section 23 of the LLP Act, 2008 it must be filed with the Registrar in Form 3 within 30 days of incorporation, and any change must also be filed.
- Governed by
- Section 23, LLP Act 2008
- Filing
- Form 3 within 30 days of incorporation
- If no agreement
- First Schedule of the LLP Act applies
- Stamp duty
- As per state law
What the agreement should cover
The LLP Act leaves most matters to the partners, so a well-drafted agreement is essential. It typically addresses the following points, and anything not covered falls back on the default rules in the First Schedule.
- Capital contribution of each partner and how it may change
- Profit and loss sharing ratio
- Rights and duties of partners and designated partners
- Admission, retirement, expulsion and death of partners
- Decision-making and voting thresholds
- Non-compete, confidentiality and intellectual property
- Dispute resolution, usually arbitration
Filing and stamp duty
The agreement is executed on stamp paper or e-stamp of the value required by the relevant state, then filed in Form 3 on the MCA portal with the partners' digital signatures. Late filing attracts an additional fee for each day of delay. Any amendment, such as a change in contribution or profit share, is filed again in Form 3 within 30 days. Where the agreement is silent, the First Schedule applies, which, among other things, provides for equal sharing of profits and losses.
Why it matters for founders
Default rules rarely match what partners actually agreed. Equal profit sharing, for instance, may not suit partners who contribute unequal capital or time. Record contribution, exit and valuation mechanisms clearly at the start, because disputes in LLPs are most often about how a departing partner is paid out.
Related services
Sources
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Is an LLP agreement mandatory?
Filing is required within 30 days of incorporation. If there is no agreement, the default provisions in the First Schedule govern the partners' relationship.
Can the LLP agreement be changed?
Yes, with the consent required by the agreement, and every change must be filed in Form 3 within 30 days.
Is the LLP agreement a public document?
Yes. Once filed with the ROC, it can be viewed by the public through the MCA portal.