LLP Agreement: Clauses, Form 3 Deadline and Late Fee
Publishing Date: 7 November, 2026
An LLP agreement sets out each partner's rights, profit share and duties. It must be filed in Form 3 within 30 days of incorporation, and the late fee runs at ₹100 per day. Without an agreement, the default rules in the First Schedule to the LLP Act apply.
The certificate of incorporation creates the LLP. The agreement decides how the partners actually run it, so it is worth drafting carefully.
Clauses to include
- Basics: LLP name, registered office, business objects and partner details.
- Contribution: how much each partner brings and in what form.
- Profit and loss: the sharing ratio and any partner pay or interest.
- Designated partners: their duties and who signs what.
- Decisions: which matters need a majority and which need all partners.
- Exit: admission, retirement, death, and how a share is valued.
- Disputes: how disagreements are resolved, such as arbitration.
Filing and stamp duty
| Item | Rule |
|---|---|
| Form | Form 3, with the agreement attached |
| Deadline | Within 30 days of incorporation or of any change |
| Late fee | ₹100 for each day of delay |
| Stamp duty | Set by the state, and usually depends on contribution |
Stamp the agreement correctly for your state before signing. Our LLP Form 3 filing service covers drafting and filing.
If there is no agreement
The First Schedule then applies. Among other things, partners share profits equally and each partner has a right to take part in management. That may not suit partners who contribute different amounts.
Changing it later
Admission of a partner, a change in profit share or a change in contribution usually requires a supplementary agreement and a fresh Form 3. See adding a partner, and our guide to LLP annual compliance.
Not registered yet? Start with LLP registration.
Frequently Asked Questions
Q1. Is the LLP agreement mandatory?
The Act anticipates one, and filing it within 30 days applies when one is made. Without it the First Schedule applies, so in practice every LLP should have one.
Q2. Is there a cap on the Form 3 late fee?
The fee runs at ₹100 per day with no fixed upper limit, so old delays can become expensive.
Q3. Can the agreement be made before incorporation?
Yes, but it must still be filed within 30 days of incorporation.
Q4. Who needs to sign the agreement?
All partners sign, with witnesses, on stamp paper of the right value for the state.
Related guides
Mukul Tomar writes Vaidam Consultancy’s guides on company registration, GST, income tax and ROC compliance. An experienced blog writer on Indian tax and business law, his articles have also been published on TaxGuru. He turns complex rules into clear, practical steps that business owners can act on.
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