A partner can leave an LLP by resigning, by retirement under the LLP agreement, or by removal where the agreement allows. The change is recorded in a supplementary agreement and reported to the Registrar in Form 3 and Form 4 within 30 days. Samkhya handles partner resignations and removals for your LLP.
A partner ceases to be part of an LLP under the LLP Act, 2008 and the LLP agreement. A partner may resign by giving notice, generally 30 days’ notice unless the agreement says otherwise, or retire or be removed in line with the agreement. The change is recorded in a supplementary LLP agreement, and the LLP files Form 4 (the notice of cessation of the partner or designated partner) and Form 3 (the change in the LLP agreement) with the Registrar within 30 days. An LLP must always have at least two designated partners, so if a designated partner leaves, another must be in place. The filings are made on the MCA V3 portal.
A partner may leave for several reasons:
A partner can cease in several ways:
A partner’s exit requires:
A partner ceases:
A partner’s exit begins with the resignation notice (usually 30 days), retirement, or removal as the LLP agreement provides, and the settlement of the outgoing partner’s account. A supplementary LLP agreement records the change in the constitution of partners. The LLP then files Form 4 for the cessation and Form 3 for the change in the LLP agreement with the Registrar within 30 days, on the MCA V3 portal. The forms are digitally signed by a designated partner and certified. If the outgoing partner was a designated partner, the LLP ensures it still has at least two designated partners, appointing a replacement where needed.
For the Cessation:
For the LLP:
A partner’s exit follows a clear sequence:
Handling a partner’s exit with Samkhya Corporate Services is simple. Just follow these easy steps:
From there, our team handles the settlement, supplementary agreement, and Form 3 and Form 4.
Once a partner ceases:
The government fees for Form 3 and Form 4 are modest and based on contribution, with the supplementary agreement and professional charges separate, and the 30-day deadline and Rs. 100-per-day late fee apply to each form. Two points deserve care. First, the LLP must always retain at least two designated partners; if a departing designated partner would take it below that, a replacement must be appointed at the same time. Second, the outgoing partner’s account should be settled and the supplementary agreement executed so the exit is clean and the remaining partners’ shares are clear. A partner also remains liable for the LLP’s obligations during their tenure, and timely filing keeps the record accurate.
| Feature | Detail |
| Governing Law | LLP Act, 2008. |
| Key Forms | Form 4 and Form 3, within 30 days. |
| Notice | Usually 30 days for resignation. |
| Deed | Supplementary LLP agreement. |
| Minimum | Two designated partners always. |
| Late Fee | Rs. 100 per day, no cap. |
How does a partner leave an LLP?
A partner can resign by notice, retire, or be removed as the LLP agreement allows, with the change recorded in a supplementary agreement and reported in Form 4 and Form 3.
How much notice must a resigning partner give?
A partner generally gives 30 days’ notice to resign, unless the LLP agreement provides otherwise.
What forms are filed when a partner leaves?
Form 4 reports the cessation of the partner, and Form 3 reports the change in the LLP agreement; both are filed within 30 days.
Must the LLP keep two designated partners?
Yes. An LLP must always have at least two designated partners, so a replacement is appointed if a departing one would take it below two.
Is the outgoing partner’s account settled?
Yes. The outgoing partner’s capital account and dues are settled, and the supplementary agreement records the remaining partners’ arrangement.
Does a former partner remain liable?
A partner remains liable for the LLP’s obligations that arose during their tenure, even after they cease to be a partner.
