How to amend a partnership agreement for an llp

Updated March 23, 2017

Changes in governance, goals or structure can necessitate amending a limited liability partnership (LLP) agreement. While a partnership is a more informal structure than other business entities, it is prudent to document any changes in writing. Assuming each partner is in agreement with these changes, drafting and executing an amendment to an LLP agreement is similar to the initial creation. The amendment is typically a truncated document that only highlights material changes. It serves as a supplement to the original rather than a replacement.

Meet with the other partners. Discuss the proposed amendments and aim to achieve a consensus on their implementation. If everyone is in agreement, the process will be smoother.

Open the document with the effective date of the amendment and identify the parties. An example is, "This amendment of the ABC Limited Liability Partnership is made effective March 1, 2011, between John Smith, Jane Doe and Joe Schmoe."

Create "Whereas Recitals." These are restatements of the original terms of the agreement. For example, "WHEREAS the partners created a partnership known as ABC Limited Liability Partnership pursuant to that Limited Liability Partnership Agreement dated November 30, 2007." Create one for each clause being amended. "Whereas" is always capitalised.

Write a clause indicating that the LLP has agreed to amend the original agreement. For example, "NOW THEREFORE, the partners consent to amend the LLP partnership agreement as follows ..."

Insert the amendments. Number each amendment with a space in between clauses.

Obtain the notarised signatures of each partner.

File the amended limited liability partnership agreement with the county clerk or recorder of deeds office. Fees vary by state and county.


Insert shorthand identifiers where needed. For example, "This amendment of the ABC Limited Liability Partnership (the "Amendment") is made effective March 1, 2011." Going forward, all you have to write is "Amendment" as opposed to the entire term, thus shortening the document. Always consult an attorney if you do not have experience with legal documents.

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About the Author

Carl Carabelli has been writing in various capacities for more than 15 years. He has utilized his creative writing skills to enhance his other ventures such as financial analysis, copywriting and contributing various articles and opinion pieces. Carabelli earned a bachelor's degree in communications from Seton Hall and has worked in banking, notably commercial lending, since 2001.