When is LLP Form 3 filed?
LLP Form 3 is filed within 30 days of incorporation, and again within 30 days of any change in the LLP agreement. It gives the Registrar the agreement: contribution, the rights and duties of the partners, and the other matters the agreement settles. A change of registered office is not filed as Form 3. That notice is Form 15. A change of the LLP’s name is Form 5. Appointment or cessation of a partner is Form 4.
When does the 30 days start?
For a new LLP the 30 days run from incorporation. For a change, they run from the date of the change in the agreement, not from the date the stamp paper was bought and not from the date of the next annual return. The filing carries the government fee, and a delay draws an additional fee. This page does not quote that fee.
The agreement is executed on stamp paper. The rate is the rate of the state in which the LLP is registered. An agreement that the partners have signed and not yet filed is still the document Form 3 is meant to carry. Where the agreement does not deal with a matter, section 23 says the mutual rights and duties are those in the First Schedule. The Schedule fills a silence. It does not stand in for the form.
What does the form carry?
The form states the date of the agreement and the contribution of each partner, including the obligation to contribute. It records the mutual rights and duties, any restriction on a partner, how decisions and meetings of partners are taken, and the terms on which a partner may be admitted, may retire, or may cease. It identifies the LLP and the designated partner who signs, and it is signed with that designated partner’s digital signature. A supplementary agreement is attached when the filing is a change.
Which changes use a different form?
Form 3 is filed when the agreement changes. It is not the form for every event in the life of the LLP. A partner who is appointed or who ceases is notified in Form 4 within 30 days, even when the agreement is also amended and Form 3 is filed for that amendment. A shift of the registered office from one place to another is Form 15. A change of name is Form 5, after the new name is available. None of those forms is the annual return. The annual return is Form 11, due by 30 May, and it does not register the agreement.
What belongs in the first month after incorporation, as distinct from Form 3 alone, is on the post-incorporation page. The LLP page covers how the LLP itself is registered.
Frequently asked questions
Four questions cover the registered office, a new partner, the First Schedule, and GST.
Is a change of office filed in Form 3?
No. A change of the registered office is Form 15. Form 3 is used when the LLP agreement changes, including a clause of that agreement that deals with the office.
Is a new partner only a Form 3 filing?
No. Appointment or cessation of a partner is Form 4 within 30 days. If the agreement is also changed, Form 3 is filed for that change as well.
Does the First Schedule replace the filing?
No. Where the agreement is silent, the First Schedule decides the mutual rights and duties. It does not remove the requirement to file the agreement in Form 3.
Is Form 3 a GST return?
No. Form 3 is filed with the Registrar under the LLP rules. It has nothing to do with a GST return.
Sources
Form 3 is the information on the LLP agreement under rule 21 of the Limited Liability Partnership Rules, 2009, read with section 23 of the Limited Liability Partnership Act, 2008.