Form 3 and 4 in case of cessation and appointment of partners on different dates

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Mayank Sahu

Director

32 Points Posted on 07 March 2023

Hello,

I am designated partner in LLP with 2 partners, me and my brother. last year my brother passed away on 24/09/2022, since there were no operations carried out by LLP at that time I couldn't update form 3 within 30 days, I was also not in good mental and physical state due to which this process was delayed. by year end I carried myself and decided to start fresh business under same LLP.

I made supplementary agreement for cessation of my brother's partnership leaving me as sole partner, however the forms were not getting updated on MCAv3 portal despite several attempts.

I was then told by CA that I need to appoint another partner and then remove partner so that number of partner >1, so I appointed my mother as a partner on 06/01/2023 and made supplementary agreement as such, however the form is still not getting submitted on portal.

I have raised grievance on MCA website, and awaiting response there.

I wanted to understand the limitations and restrictions on submission of form 3 and 4 dates.

Can I submit supplementary agreement including both appointment and cessation events on different dates?

since it is Small LLP, additional fees (delay fees) calculated as per Instruction Kit show 10 times normal fees which should be Rs 50x10, however fee calculator show Rs. 50+13400 amount. which one is to be relied upon?

please help I am still unable to submit the form 3 and 4 till date

Replies (2)

Quick Summary

LLP Form 3 and Form 4 can be filed for partner cessation and appointment on different dates, but delays attract additional fees. MCA portal issues may require grievance follow-up. For Small LLPs, rely on MCA fee calculator for accurate late filing fees.

CA Rakesh Ishi

Working at Private Company

7751 Points Posted on 17 March 2023

I'm sorry to hear about the loss of your brother and the difficulties you have faced in updating the LLP's records with the Ministry of Corporate Affairs (MCA).

As a designated partner in an LLP, it is your responsibility to ensure that the LLP's records are updated with the MCA in a timely manner. Failure to update the records within the prescribed time frame can result in penalties and other consequences.

In your case, since your brother passed away on 24/09/2022 and there were no operations carried out by the LLP at that time, you were required to update the LLP's records with the MCA by filing Form 4 within 30 days of your brother's passing. However, you have mentioned that you were not able to do so due to your mental and physical state. While this is understandable, it is important to note that there are no provisions for extending the time limit for filing Form 4 due to such circumstances.

Regarding your question about submitting the supplementary agreement on different dates, it is generally recommended to file all changes to the LLP's records together in one filing, to avoid any confusion or errors. However, it is possible to file the appointment and cessation events separately, as long as they are filed within the prescribed time frames.

Regarding the fees for late filing, the Instruction Kit and fee calculator may show different amounts because they are based on different parameters. You should rely on the fee calculator for accurate fees, as it is updated regularly and reflects the latest fees as per the MCA's guidelines.

I recommend that you continue to follow up with the MCA and your CA to ensure that the LLP's records are updated as soon as possible. Delayed filing can result in penalties and other consequences, so it is important to take action as soon as possible

Aashok Kumar Sharma

Finance/Compliance Consultant

77999 Points Posted on 06 November 2026

Steps, given the minimum-partner rule:

• An LLP must have at least 2 partners. If it falls below 2 for more than 6 months, the remaining partner who knows this is personally liable for LLP obligations after that period (Sec 6(2), LLP Act). Your brother's death in September 2022 means the LLP has been below 2 since then. Admit a new partner urgently (e.g. his legal heir or another person).

• Filings:

– Form 4 for your brother's cessation (date: 24 September 2022) and for the new partner's appointment, each due within 30 days of the event. Additional fee is Rs 100 per day per form (no cap, under amended rules). CCFS-2026 relief has expired.

– Form 3 (amended LLP agreement) within 30 days of the change, reflecting the new partner and the deceased partner's capital settlement with heirs.

• The deceased's capital: settle it with legal heirs per the agreement or the LLP Act Sec 42 (heirs entitled to the deceased's share). Admitting the heir as partner is a common route.

• If the LLP is non-operational, consider closure (Form 24) after making the filings current.