Remove Partner

Remove Partner

Removal or Resignation of Partner from LLP

A Partner in a Limited Liability Partnership (LLP) can be removed or he/she would like to resign for various reasons. The removal or resignation of a Partner must be properly recorded and filed with the Ministry of Corporate Affairs to effect the Partner removal or resignation.

A Partner in a LLP may cease to be a partner of a LLP in accordance with the LLP agreement between the Partners. If the LLP agreement doesn’t have any restrictions, then a Partner in a LLP can resign from a LLP by providing notice of resignation in writing not less than 30 days to the other Partners in the LLP.

A Partner in a LLP cannot be removed by a majority of the other Partner unless the LLP agreement expressly provides such powers. If the LLP Agreement provides such power, a Partner can be removed and Form 4 must be filed to effect the removal.

In the following circumstances, a LLP Partner would automatically cease to be a Partner in the LLP by operation of law-

• On death of the Partner
• On dissolution of the LLP
• If the Partner is declared to be of unsound mind
• If the Partner is adjusted as an insolvent or declared as insolvent.

The resigning partner shall be entitled to:-

1. An amount equal to the capital contribution of the former partner actually made to the Limited Liability Partnership and
2. His/her right to share in the accumulated profits of the Limited Liability Partnership

PROCEDURE:

• Taking note of resignation letter received by the remaining partner.
• Convening a meeting for same and discussing about other important aspects like liability, capital, debts and so on of resigning partner and finalising the same.
• Drafting and execution of supplementary Limited Liability Partnership Agreement.
• Filing of Form 3 and Form 4 within thirty (30) days from the date of resignation/removal. Form 3 is filed for change in the LLP Agreement and Form LLP 4 is filed for Change in partners/ designated partner.

DOCUMENTS REQUIRED:

• Supplementary Limited Liability Partnership Agreement
• Resolution for taking note of resignation of Partner
• Resignation Letter
• Proof of acceptance of resignation letter by firm

Once, the forms LLP 3 & 4 are filled the registrar shall take the note of same and would approve the Forms if everything found in order.

Remove Partner from LLP — Current Compliance Approach

Partner resignation or cessation should be reflected consistently in the LLP agreement, partner records and applicable MCA filings.

How we handle it

1. Review the LLP agreement and circumstances of cessation.
2. Identify the applicable documentation and approval route.
3. Prepare resignation/removal documents and agreement changes where required.
4. Prepare and submit the applicable MCA filings.
5. Review the updated LLP record and retain supporting documents.

2026 compliance note

Requirements, forms, fees and filing procedures can change through MCA notifications, circulars and portal updates. We verify the applicable route and current portal requirements for the relevant facts and period before filing.

What you should keep ready

• Entity master data
• Director/partner details where applicable
• DSC/DIN/LLPIN/CIN information where applicable
• Corporate approvals and supporting documents
• Registered-office, financial or agreement records where relevant