LLP
January 29, 2024

Step-by-Step Guide: Filing Form 3 LLP Agreement with ROC

Limited Liability Partnerships (LLPs) offer the benefits of limited liability to their partners and are required to comply with various regulatory filings. One such compliance is the filing of Form 3, which pertains to the LLP Agreement. Here’s your step-by-step guide to understanding and filing Form 3 LLP Agreement with the Registrar of Companies (ROC).

Understanding LLP Form 3

LLP Form 3 is a document that provides details about the LLP Agreement, which governs the mutual rights and duties of the partners and the rights and duties in relation to that LLP.

Components of an LLP Agreement Typically Include:

Name of LLP
Name of partners and designated partners
Form of contribution
Profit-sharing ratio
Rights & duties of partners
Rules for governing the LLP
Dispute resolution mechanism
Indemnity clause

Filing Form 3: LLP Agreement with ROC

Step 1: Draft the LLP Agreement

Consult a legal expert to draft the LLP Agreement to ensure it complies with the LLP Act, 2008.
The agreement should be printed on Stamp Paper of a requisite value, which varies from state to state.

Step 2: Obtain Digital Signatures

Every designated partner must have a Digital Signature Certificate (DSC) because the filing process is online.

Step 3: Log in to the MCA Portal

Access the Ministry of Corporate Affairs (MCA) portal: http://www.mca.gov.in.
If you’re a new user, you need to create an account. Existing users can log in using their credentials.

Step 4: Fill Out Form 3

Navigate to the ‘LLP Forms’ section under the ‘MCA Services’ tab.
Download Form 3 from the LLP Forms section.
Fill in the necessary details as per the LLP Agreement, such as
- Date of Agreement
- Details of LLP and obligation of partners

Step 5: Attach Required Documents

The LLP Agreement must be attached as a pdf document.
Ensure that you have all Annexures and schedules to the agreement ready to be attached.

Step 6: Verify and Digitally Sign the Form

The form must be digitally signed by a designated partner.
A practicing professional (Chartered Accountant, Company Secretary, Cost Accountant, or Lawyer) must certify the form.

Step 7: Pay the Filing Fees

Filing fees for Form 3 will depend on the total contribution of partners in the LLP.
You can find the applicable fee structure on the MCA portal.

Step 8: Submit Form 3

Once the payment is made, you can submit the Form 3 on the portal.
A Service Request Number (SRN) will be generated after submission, which can be used to track the form.

Step 9: Keep Track of the Filing Status

Check the status of your Form 3 filing using the SRN on the MCA portal.
It usually takes around 7-10 working days for the ROC to process and approve the Form 3.

Step 10: Receipt of Form 3 Registration

After approval, the ROC will register the LLP Agreement and a registration certificate for Form 3 will be issued.
The certificate is a conclusive proof of registration of the LLP Agreement.

After your Form 3 has been successfully filed and registered, ensure to comply with further statutory filings as required under the LLP Act, like the annual return in Form 11 and the Statement of Accounts in Form 8.

Always consult with a corporate lawyer for accurate and legal advice tailored to your specific circumstances. This general guide is informative but does not account for every possible scenario or change in law over time.

Step-by-Step Guide: Filing Form 3 LLP Agreement with ROC