Changed the profit split in your Kolkata LLP last year and wondering whether anyone needs to know? The registrar does, within 30 days, and so does the income tax department when it taxes each partner on the ratio the deed records. An LLP agreement amendment is the supplementary deed that writes the new terms down, the stamp duty West Bengal charges on it, and the Form 3 that puts it on the public record. This page explains what needs amending, how it is done from Kolkata, what a miss costs and what we charge.
What is an LLP agreement amendment and when is it due?
The LLP agreement is the contract between the partners and the LLP, and every change to its terms is made by a supplementary deed. The sequence:
- Partners agree the change and pass a resolution approving the supplementary deed
- All partners, or those the amendment clause empowers, sign the deed
- The deed is stamped under West Bengal stamp law, with the duty computed on what it does and paid through GRIPS
- Form 3 is filed with the Registrar of Companies, West Bengal within 30 days of the change, with the stamped deed attached
- Form 4 is filed alongside if a partner joins or leaves as part of the change
The registrar records the amendment and the LLP's public record reflects the new terms. Form 8 and Form 11 at year end must agree with it.
Which Kolkata LLPs need this?
Any LLP whose working arrangement has moved away from its written agreement:
- A Howrah engineering LLP where one partner funded new machinery and the profit ratio moved from 50:50 to 60:40
- A Bowbazar family LLP admitting the next generation with a new capital structure
- A Sector V consulting LLP adding a second line of business its objects clause never mentioned
- An LLP whose registered office clause still names a flat the partners left two years ago
- An LLP where a partner's role changed from working partner to sleeping partner
The agreement that does not match reality is the one that fails when partners fall out, which is why the amendment is worth doing while everyone still agrees.
What happens if you miss the filing?
| Situation | Rule | Consequence |
|---|---|---|
| Form 3 filed late | Due within 30 days of the change | Additional fees per day, scaled by delay |
| Deed not stamped | Stamp duty due under West Bengal law on execution | Deed inadmissible as evidence; penalty on the deficit |
| Form 4 not filed for a partner change | Due within 30 days | Additional fees; annual return shows wrong partners |
| Annual filings contradict the deed | Form 8 and Form 11 must match | Registrar query and resubmission |
| Profit ratio changed but not documented | Tax follows the written deed | Partners taxed on the old ratio; disputes between partners |
The additional fees are modest. The expensive version is a Howrah LLP whose partners split profits 60:40 for three years while the deed still said 50:50, discovered during a tax assessment and again during the partners' own dispute.
What does our process look like?
- Review: we read the existing agreement, confirm the amendment clause allows the change and who must sign, and flag tax and capital reporting consequences.
- Drafting: the supplementary deed is drafted with the new clauses and a consolidated agreement is prepared for your records.
- Resolution: the partners' resolution approving the deed is passed.
- Execution: partners sign, with a notary or the consular route for anyone outside Kolkata.
- Stamping: duty is computed under West Bengal stamp law and paid through GRIPS, and the stamped deed is retained.
- Filing: Form 3, and Form 4 where relevant, go to ROC West Bengal within 30 days and the acknowledgement is shared.
From instruction to filed Form 3, 7 to 10 working days when the partners are available to sign.
What paperwork does this need?
- The current LLP agreement and any earlier supplementary deeds
- Certificate of incorporation and the partners' DPINs
- The agreed change, in plain terms: new ratios, capital figures, objects or roles
- Partners' identity proofs and a designated partner's digital signature
- Latest Form 8 and Form 11 acknowledgements so the numbers reconcile
- For a capital change, bank proof of the contribution
What does an LLP agreement amendment cost in Kolkata?
Our fee is ₹1,499 for the review, supplementary deed, partner resolution, stamping coordination and Form 3, with Form 4 included where a partner joins or leaves in the same change. West Bengal stamp duty on the deed depends on the instrument and value; a capital increase is stamped with reference to the increase and a ratio change as an agreement, and we compute the figure before execution. The MCA filing fee on Form 3 depends on the LLP's contribution. Both are paid at actuals.
How is the deed stamped and executed in West Bengal?
The supplementary deed is an instrument executed in West Bengal, so it is stamped under the state's stamp law before or at execution. Duty is paid electronically through GRIPS, the West Bengal government receipt portal, and the payment reference is endorsed on the deed. A deed that is not stamped, or is stamped short, cannot be relied on as evidence, which matters the day two Kolkata partners disagree about what they signed.
Execution itself is simple: every partner signs before a witness, and a partner outside the city signs before a notary or, if abroad, through the consular route. The original stamped deed stays with the LLP's records and a scan is attached to Form 3.
Why choose LegalX India for LLP amendments in Kolkata?
This is a Kolkata firm, based at 58B, Bidhan Park, Taki Road, Barasat, Kolkata 700124, and supplementary deeds with Form 3 at ROC West Bengal are weekly work for our company secretaries. You get a deed that records what the partners actually agreed, stamp duty computed and paid correctly under West Bengal law, the filing inside 30 days and the tax consequences explained before anyone signs. The fee is ₹1,499 with stamp duty and MCA fees at actuals.
If you want the all India picture on LLP agreements and the forms, read our complete LLP agreement amendment guide for India. For an LLP registered in West Bengal, call +91 96356 85435 or request a callback and a CS reviews your agreement's amendment clause within 30 minutes.