A Limited Liability Partnership (LLP) can have a Body Corporate — such as a Company — as one of its Partners or Designated Partners. In such cases, the Body Corporate appoints an authorised person or nominee to represent it in the affairs of the LLP. Over time, due to various business or administrative reasons, the Body Corporate may need to replace its existing nominee with another individual.
A change in nominee of the Corporate Partner or Designated Partner refers to the replacement of the person representing the corporate in the LLP while the body corporate remains the partner as per the original agreement.
This Change does not alter the ownership structure or partnership structure of the Body Corporate in LLP. Only the authorized person acting on behalf of the Body Corporate is changed. All other rights, obligations and participation remain completely unaffected.
Documents Required to effect this change
- Board Resolution of the Body Corporate approving the change in nominee
- Consent of Nominee to act as Authorized Person
- Resignation of Existing Nominee
- In case the body corporate is Partner, the nominee need not hold DIN and PAN is sufficient
- In case the body corporate is Designated Partner, the nominee needs to first obtain DIN Number and then can be appointed as Nominee designated Partner
Procedure For Change in Nominee
- Execute a supplementary LLP agreement to update the name, address of new Nominee. Stamp duty to be paid on Supplementary agreement in Maharashtra is Rs 500/-. Notary is not required.
- File Form 3 for change in LLP Agreement
- File Form 4 for change in nominee
Form 3 and Form 4 are to be filed as separate forms and not linked forms on the Ministry of Corporate Affairs portal.
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