Change LLP Business Activity
In the LLP Act there is no specific provision in regarding the alteration of objects/activity of LLP. In the rules, if any changes in the LLP agreement, a copy of changed LLP agreement and particulars of change shall me filed with Registrar. The only provision regarding LLP activity is section 11(2) (c) which is in fact matters covered in the LLP incorporation document.
Most of LLP agreement having contain a clause regarding the LLP activity and procedures to be followed for changing the activity. Based on the partners understanding, LLP agreement set out procedures to be followed for altering LLP agreement.
After completing the procedures set out in LLP, LLP shall file a copy of revised LLP agreement with respective Registrar of Companies.
Procedure for Change the LLP Activity/ Object
- Check LLP Agreement: Check whether the proposed business is allowable to be carried out by LLP.
- Prior Approval: Take approvals, if any applicable under other laws.
- Partner Consent: Change the activity as provided in the LLP Agreement or if the agreement is silent, with the consent of all the Partners.
- Partner Resolution : Pass the Board resolution.
- Supplementary Agreement: Sign and execute supplementary LLP agreement for change in business activity.
- File the Form: File Form LLP 3 with ROC within 30 days of execution of LLP Agreement.
- Existing LLP Agreement
- Partner Meeting with Minutes
- Partner resolution
- Supplementary Agreement
The limited liability partnership may change its registered office from one place to another by following the procedure as laid down in the limited liability partnership agreement
In case the limited liability partnership agreement is absent the mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and the partners shall be determined by the provisions set out in the First Schedule to the LLP Act
As per General Circular No. 2/2012, dated the 1st March, 2012, at the time of incorporation of companies or LLP’s where one of the objects is to carry on the business of Banking, Insurance or to practice the profession of Chartered Accountancy, Cost Accountancy & Company Secretaries, then the concerned Registrar of Companies / Registrar of LLP shall incorporate the same only on production of in-principle approval / NOC from the concerned regulator / professional Institutes. Where one of the objects is to carry on the business / profession of Architecture, then the concerned Registrar of Companies / Registrar of LLP shall incorporate the same only on production of in-principle approval / NOC from the concerned regulator.
ALLP is a contract made between the members of an LLP to establish a fair relationship between them and to protect their investment. The LLP itself is typically also a party to the agreement
For change of the LLP activity/objects of the LLP first to change the LLP Agreement because in the agreement they are mentioned the LLP business activities, rights, duties, and obligations of partners are mentioned.