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ROC Compliance on Retirement of Managing Partner in LLP – Complete Guide with Formats

When a Managing Partner retires from an LLP, it is not just an internal decision. Proper documentation and ROC compliance under the Limited Liability Partnership Act, 2008 is mandatory.

This guide explains:

  • Legal provisions
  • Step-by-step ROC procedure
  • Forms to be filed
  • Required attachments
  • Draft formats for resolutions and deeds

1. Legal Provisions Applicable

Retirement of a partner (including Managing Partner) is governed by:

  • Section 24 of the Limited Liability Partnership Act, 2008
  • LLP Agreement provisions
  • LLP Rules, 2009

If the LLP Agreement contains retirement clauses, those provisions will apply. If silent, mutual consent of partners is required.

2. Step-by-Step Procedure for Retirement of Managing Partner

Step 1: Check LLP Agreement

Verify:

  • Notice period
  • Retirement conditions
  • Settlement of capital & profit share
  • Whether replacement Managing Partner is required

Step 2: Obtain Written Notice

Managing Partner must give written notice to other partners (if required as per agreement).

Step 3: Pass Resolution

Partners must approve:

  • Retirement
  • Settlement terms
  • Appointment of new Managing Partner (if applicable)
  • Amendment to LLP Agreement

Step 4: Execute Supplementary LLP Agreement

A supplementary deed must be executed reflecting:

  • Change in partners
  • Change in designation
  • Revised profit-sharing ratio

Step 5: File Form 4 with ROC

  • Form 4 – Notice of cessation of partner
  • Must be filed within 30 days
  • Filed on MCA portal

Step 6: File Form 3 (If LLP Agreement Amended)

  • To register supplementary agreement
  • Within 30 days of execution

3. ROC Forms Involved

Form No.PurposeTime Limit
Form 4Intimation of cessation of partnerWithin 30 days
Form 3Filing amended LLP AgreementWithin 30 days

Late filing attracts additional fees per day.

4. Attachments Required in Form 4

  • NOTICE OF RETIREMENT
  • PROOF OF CESSASION (PARTNERS’ RESOLUTION)
  • SUPPLEMENTARY LLP AGREEMENT
  • CONSENT FOR CESSATION

5. Draft Formats for Managing Partner Retirement

(A) NOTICE OF RETIREMENT

                                                                  Date: ___________
To  
The Partners  
M/s __________________ LLP  
Registered Office: ___________________________

Subject: Notice of Retirement as Managing Partner/Partner

Dear Partners,

I, Mr./Ms. __________________ (DPIN: ___________), hereby give notice under Section 24 of the Limited Liability Partnership Act, 2008 and Clause ____ of the LLP Agreement dated ___________, of my intention to retire as Managing Partner and Partner of M/s __________________ LLP with effect from ___________.You are requested to take necessary steps to record my cessation and file the required forms with the Registrar of Companies.

Thanking You,

Signature: __________________  
Name: __________________  
DPIN: __________________

(B) PARTNERS’ RESOLUTION

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF PARTNERS OF
M/S __________________ LLP HELD ON ___________ AT THE REGISTERED OFFICE OF THE LLP

“RESOLVED THAT pursuant to Section 24 of the Limited Liability Partnership Act, 2008 and in accordance with the LLP Agreement dated ___________, the retirement of Mr./Ms. __________________ (DPIN: ___________) as Managing Partner and Partner of the LLP with effect from ___________ be and is hereby accepted.

RESOLVED FURTHER THAT Mr./Ms. __________________, Designated Partner (DPIN: ___________), be and is hereby authorized to file Form 4 and Form 3 with the Registrar of Companies and to complete all statutory formalities in this regard.”

Certified True Copy  

For M/s __________________ LLP  ________________________  

Designated Partner  
DPIN: __________________

(C) SUPPLEMENTARY LLP AGREEMENT

SUPPLEMENTARY LLP AGREEMENT

This Supplementary LLP Agreement is made on this ___ day of ___________, 20___BY AND BETWEEN1. Mr./Ms. __________________ (DPIN: ___________), residing at __________________ – Continuing Partner2. Mr./Ms. __________________ (DPIN: ___________), residing at __________________ – Continuing Partner AND Mr./Ms. __________________ (DPIN: ___________), residing at __________________ – Retiring Partner

WHEREAS the parties entered into an LLP Agreement dated ___________ for carrying on business in the name and style of M/s __________________ LLP;AND WHEREAS Mr./Ms. __________________ has expressed his/her intention to retire from the LLP with effect from ___________;NOW THIS DEED WITNESSETH AS FOLLOWS:

1. Retirement  
Mr./Ms. __________________ shall cease to be Managing Partner and Partner of the LLP with effect from ___________.

2. Settlement of Accounts  
The capital contribution and share of profits or losses of the Retiring Partner shall be settled as per the books of accounts as on the date of retirement.

3. Continuation of LLP  
The LLP shall continue its business with the remaining partners without dissolution.

4. Revised Profit Sharing Ratio
Mr./Ms. __________________ – ___%  
Mr./Ms. __________________ – ___%

5. Other Terms  
All other clauses of the original LLP Agreement dated ___________ shall remain unchanged.IN WITNESS WHEREOF the parties hereto have signed this Supplementary LLP Agreement on the date first above written.

(Signatures of all partners)                      Witness 1: __________________  
                                                  Witness 2: __________________

(D) CONSENT FOR CESSATION

CONSENT TO CESSATION

I, Mr./Ms. __________________ (DPIN: ___________), hereby confirm that I have ceased to be Managing Partner and Partner of M/s __________________ LLP with effect from ___________.I confirm that this cessation is in accordance with the LLP Agreement and mutual consent of the partners.

Signature: __________________  
Name: __________________  
DPIN: __________________  
Date: __________________

6. Important Practical Points

  1. If the retiring partner was a Designated Partner, ensure at least two Designated Partners remain (mandatory requirement).
  2. If DP resigns, update DSC and DPIN compliance.
  3. Inform bank and update KYC.
  4. Update GST registration (if partner change affects authorized signatory).
  5. Update PAN records if required.

7. Penalty for Non-Compliance

Failure to file Form 4 within 30 days attracts:

  • Additional fee per day of delay
  • Liability continues until filed
  • Risk of personal liability if ROC not informed

8. Conclusion

Retirement of a Managing Partner in LLP involves:

  • Internal documentation
  • Execution of supplementary deed
  • Timely filing of Form 4 & Form 3

Proper ROC compliance ensures protection from future liabilities and disputes.

FAQs

Q1. Is filing Form 4 mandatory if partner retires?
Yes. It is compulsory within 30 days.

Q2. Is Form 3 required in all cases?
Only if LLP Agreement is amended.

Q3. Can a Managing Partner retire without consent of other partners?
Depends on LLP Agreement terms.

Q4. Is stamp duty payable on supplementary deed?
Yes, as per respective State Stamp Act.

Q5. Who is responsible for filing Form 4?
Any Designated Partner authorized by resolution.

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