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Change LLP Main Object | Supplementary LLP Agreement

Q: Can an LLP carry Manufacturing Business?

Earlier MCA vide its Office Memorandum dated 06th March 2019 excluded manufacturing activity from the definition of “Business” under the LLP Act,2008. Representation was made by “The Institute of Company Secretaries of India” on 8th April 2019 to allow LLP to carry out manufacturing activity. MCA later 16th April 2019 withdrew the restriction on LLPs for manufacturing and allied activities

Welcome to Compliance Calendar LLP, the leading provider of legal and compliance services for Limited Liability Partnerships (LLPs) in India including LLP Registration and their event-based and mandatory compliance. If you're an LLP looking to modify or change your business objectives, you've come to the right place. Our expert team of legal professionals, including Company Secretaries, is here to guide you through the process of changing your LLP object with ease and efficiency. With our comprehensive services, you can seamlessly update your LLP's objectives to align with your evolving business needs.

Why Change Your LLP Object?

Businesses are dynamic and constantly evolving. As an LLP, it is crucial to ensure that your stated objectives reflect your current business direction and strategic goals. Changing your LLP object allows you to update and realign your business objectives, providing clarity and transparency to stakeholders, partners, and regulatory authorities. Whether you are expanding into new markets, diversifying your offerings, or changing your focus, modifying your LLP object ensures that your legal framework accurately represents your business activities.

Our Services:

At Compliance Calendar LLP, we understand the intricacies of LLP regulations and the importance of a smooth and compliant process. Our team of experienced legal and compliance professionals will guide you through every step of changing your LLP object, ensuring a hassle-free experience. Here's how we can assist you:

Initial Consultation: We begin by understanding your specific requirements, business objectives, and reasons for changing your LLP object. CCL experts will assess the feasibility and legal implications of the proposed changes, providing you with clear insights and guidance.
Documentation and Filing: CCL compliance manager will handle all the necessary paperwork, including drafting the required resolutions, memorandum of association, and other legal documents and ensure that all documentation adheres to regulatory requirements, maintaining accuracy and compliance throughout the process.
Legal Compliance: We ensure that your LLP's object change complies with the LLP Act, 2008 and other relevant regulations. Our team will navigate through the legal requirements, ensuring that all necessary approvals and filings are completed accurately and promptly.
Communication and Coordination: We act as the liaison between your LLP and regulatory authorities of MCA, managing all communication and coordination on your behalf. Our team will ensure that your application is processed efficiently, and any queries or additional requirements are promptly addressed.
Timely Completion: We understand the importance of time in business operations. Our team is committed to delivering efficient and timely services, minimizing disruptions to your business activities during the object change process.

Why Choose Compliance Calendar LLP?

Expertise: With years of experience in assisting LLPs, we have extensive knowledge and expertise in LLP regulations and processes. You can rely on our team to handle your LLP object change with professionalism and precision.
Personalized Approach: We believe in building long-term relationships with our clients. Our team takes the time to understand your specific needs and objectives, tailoring our services to ensure a customized and satisfactory experience.
Efficiency and Accuracy: We prioritize efficiency and accuracy in every aspect of our services. Our meticulous approach ensures that all documentation and filings are completed accurately, minimizing the risk of delays or errors.
Transparency: We maintain transparent communication throughout the process, keeping you informed and updated at every stage. Our team is readily available to address any questions or concerns you may have.
Peace of Mind: By entrusting your LLP object change to us, you can focus on your core business activities, knowing that your legal matters are in capable hands. We provide peace of mind by handling the entire process with professionalism and diligence.

Get Started Today

Don't let outdated LLP objectives hold your business back. Contact Compliance Calendar LLP today to initiate the process of changing your LLP object. Our dedicated team of compliance experts is ready to assist you.

Legal Genesis Behind LLP Object Change

The basic purpose of a Limited Liability Partnership is to provide a form of business organization that provides limited liability to the owners and at the same time. Section 11(2) (c) of the LLP Act, 2008 states that the business activity/object of the LLP must be mentioned in the Incorporation Document. The LLP Agreement is the main document governing the relationship between the Partners and LLP. It must also specify the business activity/object clause to be carried on by the LLP.

Supplementary LLP Agreement is required to be executed incorporating the new objects of the LLP and file Form 3 with the MCA. Note that the supplementary LLP Agreement is required to be taken on the non-judicial stamp paper of INR 100 with proper signature, witness and notarization.

Restrictions on Business Activity of the LLP

Registration of Architects

The Central Government vide Circular No. 17/165/2011-CL-V(PT), Dated 10-10-2011 had directed Registrar of Companies/ Regional Directors not to register entities where one of the objects of such entities is to carry on the business of architect till further order for the reasons explained in the Circular.

Chartered Accountant, Company Secretary, Cost Accountant

Ministry of Corporate Affairs issued General Circular No.40/2012 dated 17-12-2012. In continuation of this Ministry’s Circular No 2/2012 dated 15^th March 2012 on registration of companies or LLPs where one of their objects is to carry on the profession of Chartered Accountant, Company Secretary, Cost Accountant, etc relating to the requirement of obtaining NOC from the concerned regulator, it is hereby stated that the approval of the council/regulator governing the profession shall be obtained both at the time of application for incorporation & while seeking to change the name/object of an existing LLP.

Documents Required to Change LLP Object

When changing the object of a Limited Liability Partnership (LLP), certain documents are typically required to complete the process. Here are some common documents that are often required when changing the LLP object:

Resolution for Object Change: A resolution must be passed by the partners of the LLP, clearly stating the decision to change the LLP's object. This resolution should be prepared and signed by all partners or designated partners of the LLP.
Supplementary LLP Agreement: The LLP agreement, which outlines the rights, duties, and obligations of the partners and other provisions related to the LLP's operations, needs to be amended. Prepare an supplementary LLP agreement reflecting the changes in the LLP's object. This document should be duly signed by all partners or designated partners.
Form 3 Filing: When all the documents are ready, it is required to prepare Form 3 of LLP and submit with the MCA. These forms typically include details of the LLP, partners, and the revised objects. Ensure that the form is accurately completed and signed.
Payment Receipts: Keep copies of payment receipts for MCA fees paid for the filing charges related to the object change process. These receipts serve as evidence of payment and should be kept for future reference.

Procedure to Change LLP Object

PARTICULARS	PROCEDURE
Prepare draft object clause/business activity clause	Draft the Changed Object /Business Activity which the LLP proposes to carry.
Check the existing LLP Agreement	Check if the LLP Agreement contains any procedure for changing the object/business activity of the LLP. If yes, then the procedure laid down in the LLP Agreement is to be followed. If No, then the following procedure is to be followed.
Hold meeting of partners	Conduct a meeting of Partners by giving Notice to all the partners as may be prescribed
Pass partner’s resolution/consent of all the partners	Pass a resolution in the Meeting of Partners or take consent of all the partners in case there is any change is made in the nature of business of the LLP. (Clause 8 of First Schedule to the LLP Act, 2008)
Execution of Supplementary LLP Agreement	Execute supplementary agreement for modifying the Object Clause/Business Activity Clause in the Original LLP Agreement
Filing Form 3 with the MCA	After registration as Business User on V3 MCA Portal, LLP shall file Supplementary Agreement in Form LLP 3 within 30 days of such change along with the following attachments: · Initial LLP Agreement · Supplementary LLP Agreement · Any other optional Attachment

Note: It is important to note that the ROC may come out with resubmission asking for the specific documents. Therefore, it is recommended to consult with a qualified legal professional from Compliance Calendar LLP and seek guidance to ensure compliance.

Features

Section 11(2) (c) of the LLP Act, 2008 states that while incorporating the LLP, business activity is to be specified in the LLP Agreement.
The LLP Agreement executed between the Partners contains the object clause/business activity clause of the LLP.
The LLP may change its object clause anytime for various reasons, such as starting new projects and activities considered beneficial for the LLP’s business, expanding the business operations, etc.
For changing the Object Clause/Business Activity of the LLP, the procedure prescribed in the LLP Agreement is to be followed.
If no procedure is prescribed in the LLP Agreement, then the Consent of all the Partners is to be taken for changing the Object Clause/Business Activity Clause.
Execute the Supplementary LLP Agreement reflecting the changed Object Clause/Business Activity Clause on the requisite stamp paper.
Supplementary Agreement in Form LLP 3 is to be filed within 30 days of such change.

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Frequently Asked Questions

Is it possible to change the object of an LLP after its incorporation?

Yes, it is possible to change the object of an LLP after its incorporation. As businesses evolve, there may be a need to modify the LLP's object to align with new goals, market conditions, or business strategies. The LLP Act allows for such changes, provided the necessary procedures and regulatory requirements are followed.

What is the process for changing the object of an LLP in India?

To change the object of an LLP in India, the following steps are typically involved:

Hold partners meeting: Convene a meeting of all partners to discuss and approve the proposed change in the LLP's object.
Pass a resolution: Pass a resolution for the object change, with the consent of all partners or designated partners. This resolution should be duly signed and dated.
File Form 3: File Form 3 with the Registrar of Companies (RoC) within 30 days of passing the resolution. This form should include details such as the LLP's name, registration number, details of the proposed object change, and supporting documents.
Supplementary LLP agreement: Prepare an amended LLP agreement reflecting the changes in the LLP's object. This agreement should be executed by all partners or designated partners.
RoC approval: The RoC will review the submitted documents, and if satisfied, will issue a fresh certificate of incorporation with the updated object clause.

Is ROC Approval required for changing the LLP Object Clause/Business Activity Clause?

Yes, Form LLP 3 is filed for changing the Object Clause/Business Activity Clause in the LLP Agreement which is an approval-based Form. Unless the ROC approves the New Business Activity, the LLP cannot start with its new business operations.

Are their restrictions on the Business Activities of the LLP?

LLP is not permitted to carry out NBFC Activity as the company structure is required for getting the approval of the Reserve Bank of India

Can an LLP carry Manufacturing Business?

Earlier MCA vide its Office Memorandum dated 06^th March 2019 excluded manufacturing activity from the definition of “Business” under the LLP Act,2008. Representation was made by “The Institute of Company Secretaries of India” on 8^th April 2019 to allow LLP to carry out manufacturing activity. MCA later 16^th April 2019 withdrew the restriction on LLPs for manufacturing and allied activities

What is the stamp duty to be paid on the Supplementary agreement for changing the object clause?

Supplementary Agreement is to be executed on Stamp Paper of Rs 100 in most of the cases as per normal understanding. However, ROC may ask for increased value in some cases

What is the role of Compliance Calendar LLP?

The LLP may change its object clause anytime for various reasons, such as starting new projects and activities considered beneficial for the company’s business, expanding the business operations, etc. For changing the Object Clause/Business Activity Clause of the LLP, one needs to modify its Initial LLP Agreement and file LLP Form 3 with the Registrar.

We at Compliance Calendar LLP can assist you in completing the legal procedure for changing the Object Clause so that your LLP can start its new business activity smoothly. You can reach out to us at info@ccoffice.in or connect at 9988424211.