What is Form 3 LLP? Complete Guide on Filing, Purpose, and Compliance

When it comes to managing a Limited Liability Partnership (LLP) in India, compliance is key. Among the essential compliance forms under the Limited Liability Partnership Act, 2008, Form 3 plays a crucial role. It is the official document used to file the LLP agreement with the Ministry of Corporate Affairs (MCA). Filing Form 3 ensures the government has a legal record of the mutual rights and obligations of the partners.

Understanding Form 3 LLP, its due dates, purpose, and filing requirements is essential for every LLP, whether newly incorporated or undergoing changes. This guide breaks down everything you need to know, keeping it accurate, updated, and easy to follow.

What Is Form 3 LLP?

Form 3 is a mandatory form prescribed by the MCA to record the LLP agreement. This agreement governs the rights, duties, and responsibilities of the partners. It must be submitted electronically via the MCA portal after LLP incorporation or when any modification is made to the original agreement.

Why Is Form 3 LLP Important?

Form 3 serves as the official declaration of the LLP agreement. This agreement is the backbone of how the LLP operates internally. Key aspects such as capital contribution, profit-sharing ratio, management structure, decision-making powers, dispute resolution mechanism, and partner admission/retirement are covered.

Without submitting Form 3, your LLP is considered non-compliant, which can lead to penalties and legal complications.

When Should Form 3 Be Filed?

• Initial Filing: Within 30 days of incorporation of the LLP

• Changes/Amendments: Within 30 days from the date of modification to the LLP agreement

If the LLP fails to file Form 3 on time, penalties may apply, regardless of whether the LLP has started operations or not.

Key Information Required in Form 3

While filling Form 3, the following details must be provided:

• Name and registered address of the LLP

• Date of LLP agreement execution

• Business activities of the LLP

• Details of the partners and their contribution

• Profit-sharing ratios

• Rights and duties of each partner

• Terms for admission, resignation, or expulsion of a partner

• Dispute resolution mechanisms

• Governance and decision-making structure

Documents Required to File Form 3

The following documents must be attached:

1. LLP Agreement (duly signed and notarised)

2. Modifications (if applicable)

3. Resolution approving changes (for amendments)

4. Any other supporting document as required

All documents must be attached in a PDF format. The agreement should be executed on stamp paper, as per the stamp duty applicable in the respective state.

Step-by-Step Process to File Form 3 LLP on MCA Portal

1. Login to the MCA Portal
   Access your LLP account using valid credentials.

2. Download Form 3
   From the MCA Services > LLP Forms section, download Form 3.

3. Fill in the Required Details
   Provide LLP identification number, date of agreement, nature of business, contribution details, etc.

4. Attach Documents
   Upload the signed LLP agreement and other supporting documents in PDF format.

5. Digital Signature
   The form must be digitally signed by a designated partner.

6. Certification by a Professional
   A practising CA, CS, or Cost Accountant must certify the form.

7. Pay Fees and Submit
   Pay the applicable government fee and submit the form online.

Fees for Filing LLP Form 3

The government fee for filing Form 3 varies based on the capital contribution of the LLP:

• Up to ₹1 lakh: ₹50

• More than ₹1 lakh and up to ₹5 lakhs: ₹100

• More than ₹5 lakhs and up to ₹10 lakhs: ₹150

• More than ₹10 lakhs: ₹200

Penalty for Late Filing of Form 3

Failure to file Form 3 on time will attract a penalty of ₹100 per day with no upper cap. This can result in a substantial financial burden for the LLP, especially for prolonged non-compliance.

Common Errors to Avoid

• Notarising the LLP agreement

• Missing partner details or incorrect contribution figures

• Uploading an unsigned or scanned copy with poor legibility

• Not certifying the form with a professional’s DSC

• Incorrect date of agreement or mismatch with incorporation date

LLP Form 3 vs Form 4: Know the Difference

While Form 3 is used for filing the LLP agreement and its modifications, Form 4 is used to notify changes in partners or designated partners. Often, both forms are required to be filed together when a partner exits or is newly admitted, along with the change in agreement.

Internal Best Practices for LLP Partners

• Always execute the LLP agreement immediately upon incorporation.

• Get the agreement reviewed by a legal or compliance expert.

• Monitor changes in partner roles, contribution, or profit-sharing, and file modifications using Form 3 accordingly.

• Maintain copies of all versions of LLP agreements and filing acknowledgements for internal records.

FAQs on LLP Form 3

1. What is the due date for filing LLP Form 3?
   It must be filed within 30 days of LLP incorporation or from the date of any amendment.

2. Can Form 3 be revised?
   Yes, if changes are made to the LLP agreement, Form 3 must be refiled with updated terms.

3. Is stamp duty required for the LLP agreement?
   Yes, applicable state-specific stamp duty must be paid.

4. Can Form 3 be filed without a professional’s certification?
   No, a practicing CA, CS, or CMA must digitally certify the form.

5. What happens if Form 3 is not filed?
   A penalty of ₹100 per day applies with no maximum cap, and the LLP is marked non-compliant.

6. Is Form 3 applicable for changes in address of LLP?
   No, a separate Form 15 must be filed for address change.

7. Can I file Form 3 offline?
   No, Form 3 must be filed online through the MCA portal.

8. Does Form 3 apply to foreign LLPs operating in India?
   Only if registered with the MCA and having an Indian LLP agreement.

9. Is it mandatory to file Form 3 if the agreement is oral?
   No, LLP agreements must be in writing and filed using Form 3.

10. Can LLP be struck off for not filing Form 3?
    Continued non-compliance can lead to notices from MCA and potential striking off in severe cases.