You have thirty days. Form 3 is due within thirty days of incorporation, the late fee is ₹100 a day, and unlike most MCA penalties it has no upper limit. An LLP that files its agreement eighteen months late owes more than it cost to incorporate.
That is the deadline. What follows is the document it applies to, and why the cheap version of it is the expensive one.
What governs your LLP until you file
Incorporation gives you an LLP. The LLP Agreement gives it rules. Until one is executed, stamped and filed, Schedule I of the LLP Act, 2008 governs by default, and its defaults are blunt:
- Profits and losses shared equally between all partners, whatever anyone actually contributed
- Every partner entitled to take part in management
- No partner entitled to remuneration for working in the business
- No new partner admitted without the consent of all existing partners
- Ordinary matters decided by majority, but every partner's views must be heard
If one partner puts in ₹9 lakh and the other puts in ₹1 lakh, Schedule I still splits the profit down the middle. That is the price of not writing it down.
Stamp duty in Haryana
Stamp duty on an LLP Agreement is a state levy, charged under the state Stamp Act and, in most states, scaled to the capital contribution. It is charged separately from incorporation and it is the line most all-inclusive quotes leave out.
Haryana runs on e-stamping. The physical vendor system has been replaced by SHCIL-administered e-stamp certificates, each carrying a unique identification number that can be verified independently and is accepted by courts and departments across the state. In practice this removes the two failures we used to see most often: paper bought in the wrong state, and paper bought after the date the agreement was executed.
In Haryana it is ₹1,000, flat, whatever the contribution.
That figure needs explaining, because most of what circulates online about it is wrong. Haryana's Schedule 1-A has no entry for an LLP agreement. Where a state prescribes none, the duty on a partnership instrument applies, and that is Article 46, which the Indian Stamp (Haryana Amendment) Act, 2018 set at one thousand rupees for a partnership of any capital. Not a percentage. Not scaled to contribution.
The rest of the country, since a founder in Hisar with a co-founder elsewhere will be asked where to execute. Two columns, because most states charge a low rate on small contributions and step up:
| State or UT | Up to ₹1 lakh | ₹10 lakh and above |
|---|---|---|
| North-East, Himachal Pradesh, J&K | 100 | 100 |
| Goa | 150 | 150 |
| West Bengal | 150 | 150 |
| Odisha | 200 | 200 |
| Tamil Nadu | 300 | 300 |
| Andhra Pradesh | 500 | 500 |
| Telangana | 500 | 500 |
| Uttar Pradesh | 750 | 750 |
| Uttarakhand | 750 | 750 |
| Haryana | 1,000 | 1,000 |
| Punjab | 1,000 | 1,000 |
| Gujarat | 1,000 | 10,000 |
| Chhattisgarh | 2,000 | 5,000 |
| Madhya Pradesh | 2,000 | 5,000 |
| Bihar | 2,500 | 5,000 |
| Jharkhand | 2,500 | 5,000 |
| Rajasthan | 4,000 | 10,000 |
| Karnataka | 5,000 | 5,000, plus ₹1,000 per ₹5 lakh above ₹10 lakh |
| Kerala | 5,000 | 5,000 |
| Delhi | 1% of contribution | 1%, capped at ₹5,000 |
| Maharashtra | 1%, minimum ₹500 | 1%, capped at ₹15,000 |
The North-East grouping covers Arunachal Pradesh, Assam, Manipur, Meghalaya, Mizoram, Nagaland, Sikkim and Tripura, alongside Himachal Pradesh and Jammu & Kashmir. Several states have intermediate brackets between the two columns.
An LLP is not automatically the cheaper structure
It is worth seeing the two instruments side by side, because the ordering is not the same and almost nobody expects that. A company's Memorandum and Articles are stamped through SPICe+ at rates the state notifies for e-forms. An LLP agreement is a physical instrument on e-stamp paper, charged under the state's ordinary schedule. Different mechanisms, different rates, no relationship between them.
| State | Company MOA and AOA | LLP Agreement |
|---|---|---|
| Haryana | 195 | 1,000 |
| Punjab | 15,025 | 1,000 |
| Delhi | 1,710 | 5,000 |
| Maharashtra | 4,100 | 10,000 |
| Karnataka | 6,020 | 5,000 |
| West Bengal | 370 | 150 |
At ₹10 lakh of authorised capital and ₹10 lakh of contribution respectively.
In Haryana, stamping an LLP agreement costs roughly five times what stamping a company's Memorandum and Articles costs. In Punjab, which is the most expensive state in India for a company, an LLP is stamped at the same ₹1,000 as Haryana.
None of which decides anything on its own. The recurring cost of a company, thirty to fifty thousand a year against ten to twenty for an LLP, dwarfs both figures within the first year. But it does mean the sentence "an LLP is cheaper to set up" is not reliably true, and in Haryana it is false on this line.
An under-stamped agreement is inadmissible in evidence and attracts a penalty of up to ten times the deficient duty. It fails, in other words, in precisely the dispute it was written to resolve.
What the agreement must contain
| Clause | Why it matters |
|---|---|
| Capital contribution | Amount, form and timing for each partner |
| Profit and loss sharing | Ratios, and whether they track contribution |
| Partner remuneration | Salary and interest on capital, within Section 40(b) limits |
| Roles and authority | Who may sign, commit and spend, and up to what limit |
| Designated partners | Who they are and what they answer for |
| Decision-making | What needs unanimity, what needs a majority |
| Admission of partners | Process and consent required |
| Retirement and expulsion | Notice period, and grounds for expulsion |
| Valuation on exit | The method, agreed in advance |
| Non-compete and confidentiality | Scope and duration, on and after exit |
| Dispute resolution | Arbitration clause, seat and governing law |
| Dissolution | Triggers, and how assets are distributed |
The four clauses that decide whether you end up in court
Valuation on exit
The common LLP dispute is not about profit while things are going well. It is about what a departing partner's share is worth. Agree the method now, whether book value, a multiple of earnings or independent valuation, because agreeing it after someone has announced they are leaving is negotiating with an adversary.
Deadlock
Two partners with equal rights and opposite views is a business that stops. Decide in advance: a casting vote, a referral to a named third party, or a buy-sell mechanism where one partner names a price and the other chooses whether to buy or sell at it.
Authority limits
State what one partner can commit the LLP to alone. Without a limit, any partner binds the firm and the others find out afterwards.
Non-compete
If a partner leaves and takes the client list, the agreement decides whether that is actionable. Keep scope and duration reasonable. An unreasonably wide restraint is more likely to fail than a narrow one.
Filing Form 3
| Requirement | Detail |
|---|---|
| Deadline | Within 30 days of incorporation |
| Attachment | The executed, stamped LLP Agreement |
| Signatories | Digitally signed by a designated partner |
| Certification | Certified by a practising professional |
| Late fee | ₹100 per day, no upper limit |
Form 3 is also the form for every later change to the agreement, whether to contribution, profit share, partners or terms, and each of those runs on its own thirty-day clock from the date of the change.
Changing the agreement later
A supplementary deed is executed, stamped on its own account and filed in Form 3 within thirty days. Where partners are being added or removed, Form 4 goes with it.
- Change to profit sharing or capital contribution: supplementary deed plus Form 3
- Admission or resignation of a partner: Form 4 plus Form 3
- Change of designated partner: Form 4
Changes agreed informally and never filed are the source of most LLP problems that reach us. The MCA record is what banks, buyers and courts rely on. If it still says something your partners stopped agreeing to two years ago, that is the version that counts.
Mistakes that cost the most
- Letting the thirty-day clock run out while the agreement is still being drafted
- Buying stamp paper of the wrong value, or in the wrong state
- Executing the agreement on a date earlier than the stamp certificate
- Copying a template without adjusting profit share, authority limits or exit terms
- Leaving valuation on exit undefined
- Agreeing changes verbally and never executing a supplementary deed
- Setting capital contribution high without noticing it drives both stamp duty and the audit threshold
Questions About The LLP Agreement
The short version
Execute the agreement on correctly valued Haryana e-stamp paper, in the name of a partner, on or after the date the certificate is issued. File Form 3 inside thirty days. Fix valuation, deadlock, authority limits and non-compete before you sign, not after someone leaves.
Everything else in the agreement can be amended by supplementary deed. Those four clauses are the ones that are only ever negotiated once, and it is always while everyone still gets along.
Statutory figures on this page verified 31 August 2026. Reviewed by Anand Dhull, Advocate (Enrolment No. PH/1213/23).