Supplementary LLP Deed

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pragyashi

pragyashi (Querist)
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13 June 2021 need draft of supplementary llp deed on removal of partner due to death

CA Raj Doshi

CA Raj Doshi (Expert)
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14 June 2021 If the original and any other supplementary deed does not provide for continuing on the death of a partner and only one partner is alove, the partnership is deemed to be dissolved

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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26 July 2025 You're absolutely right. Under the **LLP Act, 2008**, if the **LLP is left with only one partner** (i.e., only one living partner remains after the death of another), and the **LLP Agreement doesn’t contain provisions to continue with a new partner**, then **the LLP is liable to be dissolved** under **Section 6(2)** of the LLP Act.

However, if another partner is admitted within **6 months**, the LLP can be continued.

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## 📄 **DRAFT: SUPPLEMENTARY LLP AGREEMENT**

*(On removal of a partner due to death)*

This **Supplementary LLP Agreement** is made and entered into on this **\_\_\_ day of \_\_\_\_\_\_\_\_**, 20****, at **\[City]**, by the remaining partners of:

> **\[LLP Name]**, a Limited Liability Partnership registered under the Limited Liability Partnership Act, 2008, having its registered office at **\[Address]**, and LLPIN: **\[LLPIN]**.

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### WHEREAS:

1. The Partners of the LLP had entered into an original **LLP Agreement dated \[Date]**, and registered the same with the Registrar of Companies.

2. **Mr./Ms. \[Deceased Partner’s Name]**, one of the partners of the LLP, **passed away on \[Date of Death]**.

3. As per Clause \[\_\_] of the LLP Agreement (or *in the absence of a clause*), the partners wish to record the cessation of the deceased partner and continue the LLP with the remaining partners or take further action.

4. The LLP intends to amend the agreement to reflect the change in the constitution of the LLP.

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### NOW THIS SUPPLEMENTARY AGREEMENT WITNESSETH:

#### 1. **Cessation of Partner**:

That **Mr./Ms. \[Deceased Partner’s Name]**, a partner of the LLP, **ceased to be a partner** with effect from **\[Date of Death]** due to **death**. All rights, obligations, and entitlements of the said partner stand extinguished from that date.

#### 2. **Capital and Profit Sharing**:

The **capital contribution and profit-sharing ratio** of the remaining partners shall be as follows:

| Partner Name | Capital Contribution (Rs.) | Profit Sharing (%) |
| ----------------- | -------------------------- | ------------------ |
| \[Partner 1 Name] | Rs. XX,XXX | XX% |
| \[Partner 2 Name] | Rs. XX,XXX | XX% |
| **Total** | Rs. XX,XXX | 100% |

(*If only one partner remains, see "Important Note" below.*)

#### 3. **Intimation to Registrar**:

That the Designated Partner is authorised to file **Form LLP-3** and **Form 4** with the Registrar of Companies to reflect the cessation of the partner due to death.

#### 4. **Continuance of LLP**:

(*Optional clause if LLP is to be continued with a new partner*)
The LLP shall continue with the admission of a new partner within 6 months, in compliance with Section 6(2) of the LLP Act, 2008.

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### IN WITNESS WHEREOF, the parties hereto have set their hands on the date first above written.

| Signature | Name | DPIN | Designation |
| --------- | ---- | ---- | ------------------ |
| | | | Designated Partner |
| | | | Partner |

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## 📌 IMPORTANT NOTE:

* If **only one partner remains**, the LLP must:

1. Admit a new partner within **6 months**, **OR**
2. Apply for **voluntary winding up**, as the LLP cannot function with one partner.

* Refer **Section 6(2)** of the LLP Act:

> “A limited liability partnership shall cease to be a limited liability partnership if at any time the number of partners of the limited liability partnership is reduced below two and the LLP carries on business for more than six months while the number is so reduced.”

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Let me know if you'd like:

* Draft of **admission deed** for a new partner.
* Draft for **voluntary winding up resolution**.
* Forms to be filed with ROC for this change (LLP Form 3, Form 4).

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