Change in Capital Contribution in an LLP – Apramada
In a Limited Liability Partnership (LLP), the capital contribution made by each partner is recorded in the LLP agreement and disclosed to the Registrar of Companies (ROC). However, as the business grows or restructures, it’s common for an LLP to increase or decrease capital contributions—either to infuse funds, bring in new partners, or revise partner obligations.
At Apramada, located in Prayagraj, we help LLPs legally update their contribution details with the MCA, ensuring full compliance with the LLP Act, 2008 and all ROC requirements.
What is Capital Contribution in an LLP?
Capital contribution refers to the amount invested by each partner in the LLP. This capital can be in the form of cash, property, or services. The total contribution is specified in the LLP Agreement and must be reported to the ROC.
Any changes to the capital—whether increasing or decreasing—must be supported by a formal resolution, an amended LLP agreement, and proper MCA filings.
Common Reasons for Changing LLP Contribution
- Infusion of additional capital to fund expansion
- Addition or exit of partners
- Redistribution of profit-sharing ratios
- Conversion of loan or services into capital
- Correction of errors in previously filed capital details
Legal Process for Change in LLP Contribution
Changing the capital contribution of an LLP involves the following steps:
1. Consent of Partners
- A resolution must be passed with mutual consent of all existing partners approving the capital change.
2. Drafting the Supplementary Agreement
- The LLP Agreement must be amended to reflect the revised contribution amount and partner ratios.
3. Filing with the ROC
- Form 3 must be filed with the Registrar of Companies within 30 days of executing the amended agreement. This form includes details of the new contribution and the updated LLP agreement.
Documents Required
- Resolution approving the change
- Supplementary/amended LLP Agreement
- Details of revised contribution
- Consent letters from partners
- DSC of designated partners
Timeline & Government Fees
Processing Time: Typically 7–10 working days
ROC Fees: Based on the amount of increased contribution, as per MCA guidelines
Penalties for Non-Compliance
If Form 3 is not filed within 30 days, the LLP may be liable to:
- Pay ₹100 per day in late fees
- Face rejection of subsequent filings
- Attract scrutiny or penalties from the ROC
Why Choose Apramada?
We make LLP compliance simple and hassle-free. Our services include:
- End-to-end handling of the capital change process
- Drafting of resolutions and supplementary agreement
- Accurate and timely filing of Form 3
- Transparent pricing and expert support
With our deep knowledge of ROC procedures and LLP law, you can be confident that your changes are registered correctly and legally.
Update Your LLP Contribution with Confidence
Whether you’re growing your business or adjusting the ownership structure, Anubhav Agrawal & Co. in Prayagraj will ensure your LLP capital updates are handled efficiently and in full compliance with the law.