LLP Agreement Format and Form 3 Filing: What to Include, Stamp Duty and the 30-Day Deadline
An LLP agreement sets out each partner's contribution, profit share, role, exit terms and dispute process. It is stamped as per your state's rules and filed with the Registrar in Form 3 within 30 days of incorporation. Shunya drafts a tailored agreement and files Form 3 as part of LLP registration at ₹1,999, with state stamp duty billed at actual cost.
What is an LLP agreement and why does the format matter?
An LLP agreement is the written contract between the partners, and between the partners and the LLP, that decides who contributes what, who earns what and who does what. The Registrar does not check it for commercial sense. It only records it, so a badly drafted agreement can pass filing and still leave you with a fight later.
Consider Rohan and Meera, two consultants starting an LLP with ₹5 lakh each. Rohan brings clients, Meera does delivery. If the agreement just says "profits shared equally," what happens when Rohan wants to exit after a year, or when Meera wants to bring in a third partner? Without clauses on those points, they are left arguing from first principles.
If you do not sign a suitable agreement, the default provisions of the LLP Act (its First Schedule) govern the relationship between partners. Those defaults are generic and may not match what you verbally agreed. A tailored agreement lets you write your own rules for profit sharing, decision-making and exit instead.
The agreement is created as part of the incorporation process, which the LLP registration service covers end to end.
What should an LLP agreement include? A clause checklist
A good LLP agreement covers contribution, profit sharing, roles, decision-making, admission and exit of partners, dispute resolution and winding up. The table below is a general checklist, not a template, and each row should be adapted to your business.
| Clause | What to decide | Why it matters |
|---|---|---|
| Name, business and office | LLP name, nature of business, registered office | Must match what is filed in FiLLiP |
| Partners and designated partners | Who is a partner; who are the designated partners | Ties the agreement to your designated partner requirements |
| Capital contribution | Amount and form (cash or non-cash) per partner; when it is due | Sets ownership expectations; also drives the fee slab |
| Profit and loss sharing | Ratio per partner; whether it changes with contribution or role | Avoids disputes about who earns what |
| Roles and authority | Who signs contracts, operates bank, hires staff | Limits who can bind the LLP |
| Remuneration and drawings | Whether partners are paid, how, and limits | Affects tax treatment and cash flow |
| Decision-making | Which decisions need all partners and which need a majority | Prevents deadlock on key issues |
| Admission of new partners | Approval process, contribution, dilution | Protects existing partners |
| Exit, retirement, death | Notice period, payout, valuation method | Most common source of later disputes |
| Dispute resolution | Negotiation, mediation or arbitration; seat and process | Keeps disputes out of court where possible |
| Non-compete and confidentiality | Scope for partners during and after exit | Protects clients and know-how |
| Winding up | How assets and liabilities are settled | Clarity if the business ends |
Do not copy a free template unchanged. Two founders in a services business need very different exit and non-compete clauses from partners in a trading business.
Why does a tailored LLP agreement matter more than a template?
A tailored LLP agreement matters because the LLP Act lets partners define their own rights and duties, and a generic template rarely reflects who actually brings what to the business. When the agreement is silent, the Act's default provisions apply, and those can produce outcomes partners did not intend.
Here are the places where templates most often fail.
- Unequal contribution or effort: If one partner puts in more money and another more time, "equal profit sharing" may feel unfair within a year.
- Exit terms: Without a valuation method or notice period, a departing partner and the remaining partners negotiate under pressure.
- Corporate or foreign partners: A body corporate partner acts through a nominee, and the agreement should say what happens if the nominee changes.
- Professional services: Client ownership, non-solicit and restrictions matter more than capital.
You can draft the agreement yourself if it is simple and you are comfortable with the risks. A CA adds value when partners have unequal roles, when money or IP is being contributed in kind, or when you may later bring in investors. See LLP registration online with a CA vs DIY for a fuller comparison.
A CA drafts the agreement and files Form 3 as part of LLP registration.
Start LLP registration →Is stamp duty payable on an LLP agreement?
Yes, stamp duty is generally payable on an LLP agreement, and the amount is set by each state under its Stamp Act, so it varies from state to state. Do not assume that no stamp duty applies. The ICAI FAQ on the LLP Act says the value differs by state.
The agreement is typically executed on stamp paper or e-stamped as per your state's rules before it is filed. For this reason, the fee your CA quotes for stamp duty depends on the state in which the LLP's registered office is located.
We do not quote a fixed figure here because it would be wrong for most readers. Shunya confirms stamp duty for your state and capital before you pay anything beyond the professional fee, and it is billed separately at actual cost. You can see how state costs differ in our company registration cost guide, and estimate your own total with the LLP cost calculator.
What is Form 3 and when must it be filed?
Form 3 is the e-form used to file the LLP agreement, or any change to it, with the Registrar of Companies, and it must be filed within 30 days of the LLP's incorporation. The requirement comes from Section 23(2) of the LLP Act. It is a separate filing from FiLLiP, so incorporation does not automatically file the agreement.
The sequence is straightforward.
- FiLLiP is filed and approved, and you receive the Certificate of Incorporation.
- The LLP agreement is finalised, stamped as per your state and signed by all partners.
- Form 3 is filed with the agreement attached, using Class 3 DSC.
- Any later amendment to the agreement is filed in Form 3 again, also within 30 days of the change.
The Form 3 fee depends on the contribution slab. As of September 2026, for an LLP with total contribution up to ₹25 lakh, the e-form fee ranges from ₹50 (up to ₹1 lakh) to ₹200 (₹10 to ₹25 lakh). For higher contributions the fee is higher, so check the MCA fee calculator or ask your CA.
What happens if you miss the Form 3 deadline?
If you file Form 3 after the 30-day window, you are liable to pay additional fees and penalties, and the amount grows the longer you wait. We do not quote a figure because sources differ on how the late fee is computed, and the MCA rules have changed in recent years.
The bigger risk is practical. Until the agreement is filed, your relationship with your partners rests on the default rules of the Act. A missed filing is also an easy-to-avoid compliance default that can follow the LLP and its designated partners.
If you are past 30 days already, do not wait for a perfect draft. File the agreement you have signed and use Form 3 later to record amendments. A CA can compute the late fee for your case and file it quickly.
What does Shunya draft and file for you?
Shunya's CA prepares a tailored LLP agreement as part of the flat ₹1,999 professional fee, and files FiLLiP and then Form 3. Government fees and state stamp duty are billed separately at actual cost, and we confirm the amount for your state and contribution before you pay anything beyond the professional fee.
A practising Chartered Accountant reviews the filing. The process is fully online, with no office visit. Standard turnaround is 7 to 10 working days, and if it takes longer than 15 working days from the date you submit complete documents, the professional fee is waived.
Before you start, agree on your profit ratio, roles and exit terms with your partners, because those are the clauses that need your input. To see the full process, visit the LLP registration page, request a free callback, or WhatsApp +91 80809 18797.
What is Form 3 in LLP?
Form 3 is the e-form used to file the LLP agreement, or any amendment to it, with the Registrar of Companies. It must be filed within 30 days of the LLP's incorporation and again within 30 days of any change to the agreement.
Is an LLP agreement mandatory?
Yes, an LLP must have an agreement, and it must be filed in Form 3 within 30 days of incorporation. If you do not have a suitable agreement, the default provisions of the LLP Act govern the partners' rights and duties, which may not match your intentions.
Is stamp duty payable on an LLP agreement?
Generally yes. Stamp duty on the LLP agreement is set by each state under its own Stamp Act, so the amount varies. Your CA confirms the figure for your state before you pay. Do not rely on a claim that no stamp duty applies anywhere.
What happens if I file Form 3 late?
Late filing attracts additional fees, and the amount grows with the delay. Sources differ on the exact computation, so ask your CA to compute it for your case. File as early as you can, because the additional fee can exceed the normal fee many times over.
What clauses should an LLP agreement include?
At minimum: partners and designated partners, capital contribution, profit and loss sharing, roles and authority, decision-making, admission and exit of partners, dispute resolution and winding up. Add non-compete and confidentiality clauses for professional service businesses.
Can I change the LLP agreement after registration?
Yes. Partners can amend the agreement, and the change must be filed in Form 3 within 30 days of the amendment. Changes in the partners themselves are reported separately in Form 4. Keep signed copies and reflect the change in your records.
Does Shunya draft the LLP agreement?
Yes. Shunya's CA prepares a tailored LLP agreement and files FiLLiP and Form 3 as part of the flat ₹1,999 professional fee. Government fees and state stamp duty are billed separately at actual cost and confirmed for your state and capital before you pay.
This article is for general information only. For your specific situation, consult a practicing CA.
Ready to register your LLP?
Request a free callback or pay the ₹1,999 professional fee online and a CA starts your filing. Government fees and stamp duty are billed separately at actual cost.
Professional fee ₹1,999. Government fees and state stamp duty are billed separately. Turnaround is 7–10 working days; the professional fee is waived if it takes longer than 15 working days from the date you submit complete documents.