Re: LLP Query

[Vivek Mishra]

Dear Professionals,

A LLP has been incorporated, while filing for form of LLP Incorporation, it was mentioned in the form that the partners are bound to contribute 50:50 Ratio of contribution, now the LLP has been incorporated, but the issue here lies is now the client told us to change the ratio of 90:10. Please note that the Initial LLP Agreement has not been filed yet , so can we incorporate those changes in the agreement.  

Best Regards

Vivek Mishra

7053421910

[Mehul Vora]

Dear Vivek Ji,

In formation of LLP there is nothing mention like Profit Sharing ratio its only Need to mention Contribution of partners
so as per my view u can Incorporate that change in LLP Agreement. 

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MEHUL VORA

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[Vivek Mishra]

Dear Divesh Sir,

Means we need to file initial agreement (Form 3) with ROC showing the contribution (50:50) , and when this form approved by ROC, then we need to file supplementary agreement by filing Form 3 showing (90:10).

Steps:

1. Prepare and file Form 3 (50:50) Ratio

2. Then, again prepare form 3 with supplementary changes in the fresh Supplementary Agreement (90:10).

 

I hope I am Conveying the correct procedure.

On Thu, 2 Apr 2026 at 18:26, FCS Divesh Goyal <csdive...@gmail.com> wrote:

Yes, you can make changes to the contribution ratio in the LLP agreement. Since the initial LLP agreement has not been filed yet, you can incorporate the new contribution ratio of 90:10 in the draft agreement.

However, please note that both the initial agreement (reflecting the original 50:50 ratio) and the amended agreement (reflecting the new 90:10 ratio) will need to be prepared and filed separately with the Registrar of Companies (ROC).

Steps:

1. Prepare the initial LLP agreement with the original 50:50 contribution ratio.
2. Prepare the amended LLP agreement with the revised 90:10 contribution ratio.
3. File both agreements with the ROC separately.

Please ensure that both agreements are properly signed by all partners and are in compliance with the LLP Act before submission.

Best regards,

CS Divesh Goyal

Practicing Company Secretary

GOYAL DIVESH & ASSOCIATES

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On Thu, Apr 2, 2026 at 6:19 PM Vivek Mishra <viveki...@gmail.com> wrote:

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[Saurav Choudhary]

Dear Mehul Vora
Thank you for your response.

However, with due respect, the advice shared in your earlier email appears to be incorrect. In the FiLLiP form, the contribution of partners is specifically mentioned, and from the contribution ratio, the profit-sharing ratio is also determinable.

Since the LLP has already been incorporated with the ratio of 50:50, the proper legal and procedural step is to first file Form 3 with the existing ratio of 50:50. After the form is approved, a supplementary LLP Agreement may be executed for the revised ratio, and thereafter a fresh Form 3 can be filed based on such supplementary agreement.

Therefore, the revised ratio cannot be directly considered in the initial LLP Agreement filing at this stage.

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[CS Vipul Jain]

Dear Members,

We intend to make an LLP a shareholder in a private limited company.

In this regard, please clarify whether it is mandatory for the LLP Agreement to contain a specific enabling clause authorizing such investment, or whether the LLP can proceed in the absence of an explicit provision.

 

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Thanks & Regards,

Vipul Jain | FCS, LLB (Hons), B.Com (Hons)

M/s Vipul Jain & Associates

Practicing Company Secretaries | Registered Trademarks Agent

Peer Reviewed Practice Unit

Office No. 303, Shreenathji Avenue, 158, RNT Marg, 

Indore (MP) 452001

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[Gopal Rathnam]

While there is no statutory prohibition in the Act against such investment, the following points clarify the role of the LLP Agreement: 

Is a Specific Enabling Clause necessary?

• Yes, Practically Mandatory: For an LLP to invest in equity or other securities, it must be authorised by its LLP Agreement.

Regards, 

M.GopalRathnam

Company Secretary

Res :D-1106, Mantri Elegance, Bannerghatta Road, Bangalore 560076.

Mobile 9886618696

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