Changed the profit split in your Kolkata LLP last year and wondering whether anyone needs to know? The registrar does, within 30 days. So does the income tax department, because what the LLP can deduct for partner remuneration runs from the date the deed is signed. 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.
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, with the stamped deed attached, is filed on the MCA portal within 30 days of the change
- 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 jewellery LLP bringing the next generation in with a fresh capital contribution
- A Salt Lake LLP paying two working partners a monthly remuneration the deed never quantified
- 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 fee as a multiplier of the normal filing fee, rising with the length of 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 fee on the same multiplier basis; 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 | The written deed governs, whatever the practice | Accounts and agreement disagree; nothing on paper to settle a partner dispute |
The expensive version is a Howrah LLP whose partners split profits 60:40 for three years while the deed still said 50:50, which surfaced in a scrutiny of the LLP's accounts and again when the partners fell out.
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. Stamp duty in West Bengal depends on the instrument and the value involved, and we compute the exact 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.
Stamping is not registration. Document registration in West Bengal runs through the Directorate of Registration and Stamp Revenue at wbregistration.gov.in and the sub registrar offices across Kolkata. A supplementary LLP deed does not go there unless it transfers immovable property into the LLP. Partners ask this often, because the habit carries over from partnership deeds.
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 is computed under West Bengal law and Form 3 goes in inside 30 days. 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.