Limited Liability Partnership Agreement
THIS LLP AGREEMENT is executed on _____ day of _____, 20.
AMONGST:
The designated partners and other partners of _____________ LLP, a limited liability partnership registered under the Limited Liability Partnership Act, 2008.
Partner Details:
|
Partner Name |
DIN/DPIN | Capital
Contribution |
Profit Share |
|
Partner 1 |
Rs. |
% |
|
|
Partner 2 |
Rs. |
% |
Recitals
WHEREAS the partners desire to carry on business in partnership as a Limited Liability Partnership under the provisions of the Limited Liability Partnership Act, 2008.
Terms and Conditions
- Name and Registered Office
- LLP Name: _______________ LLP
- LLPIN: _______________
- Registered Office: _______________
- Nature of Business
The LLP shall carry on the business of _______________ and all activities ancillary or incidental thereto.
- Commencement
This LLP commenced on ________ upon incorporation.
- Duration
The LLP shall continue perpetually unless dissolved in accordance with the Act and this agreement.
- Capital Contributions
Initial capital contributions are as specified in the table above. Additional capital may be called with ___% partner consent.
- Designated Partners
The following shall be designated partners:
- Name: _____________, DPIN: _____________
- Name: _____________, DPIN: _____________
Designated partners shall handle compliance and statutory obligations.
- Rights and Obligations of Partners
Each partner shall:
- Participate in management as per their role
- Not to bind the LLP beyond its authority
- Maintain confidentiality
- Act in the best interests of the LLP
Each partner shall not:
- Compete with the LLP business
- Use LLP property for personal benefit
- Enter into transactions with a conflict of interest without disclosure
- Management and Decision Making
Ordinary Business Decisions:
- Require majority consent
- Include day-to-day operations
Special Resolutions:
- Require ___% consent
- Include: amendment of deed, admission/removal of partners, borrowing above Rs. _______, sale of substantial assets, change in business nature
- Profit Distribution
Profits shall be distributed as per the profit share ratio mentioned above after:
- Providing for depreciation
- Setting aside reserves as decided
- Paying designated partners’ remuneration
- Partners’ Remuneration
- Designated Partners: Rs. _______ per month
- Other Partners: As mutually decided
- Performance bonuses: As per the annual agreement
- Meetings
- Quarterly meetings shall be held
- Annual meeting within 6 months of the financial year end
- Notice period: _____ days
- Quorum: _____ partners
- Books and Records
- Proper accounting records shall be maintained
- Annual accounts shall be prepared within 6 months of the year-end
- Accounts shall be audited if required by law
- Partners have inspection rights with reasonable notice
- Banking Arrangements
- Bank accounts shall be operated as per the board resolution
- Digital signatures may be used for transactions
- Monthly bank reconciliations shall be prepared
- Admission of New Partners
New partners may be admitted with ___% consent. Terms of admission, including capital contribution and profit share, shall be determined by existing partners.
- Retirement and Resignation
- Any partner may retire by giving _____ months’ written notice
- Retiring partner entitled to: capital account balance, share of profits till retirement, goodwill share (if applicable)
- Settlement within _____ days of retirement
- Expulsion of Partner
A partner may be expelled for:
- Gross misconduct or negligence
- Breach of this agreement
- Conviction of a criminal offence
- Insolvency or mental incapacity
Expulsion requires ___% consent of other partners.
- Death of Partner
Upon death:
- Legal heirs are entitled to the capital and profit share
- LLP may continue with the remaining partners
- Heirs may be admitted as partners with consent
- Settlement as per the valuation by an independent Chartered Accountant
- Non-Compete Clause
During partnership and for _____ years after cessation, partners shall not:
- Engage in competing business
- Solicit LLP clients or employees
- Use confidential information
- Indemnification
The LLP shall indemnify partners for acts done in good faith within their authority, except for willful misconduct or negligence.
- Intellectual Property
All intellectual property created during the partnership belongs to the LLP.
- Winding Up
The LLP may be wound up:
- By ___% partner consent
- If unable to pay debts
- As per the provisions of the Act
- Upon cessation of business
Assets shall be distributed as per the Act after paying all liabilities.
- Dispute Resolution
- Disputes shall first be resolved through mediation
- If unresolved within 30 days, referred to arbitration
- Arbitration under the Arbitration and Conciliation Act, 1996
- Seat of arbitration: _____________
- Language: English
- Confidentiality
All partners shall maintain the confidentiality of LLP affairs during and after the partnership.
- Amendment
This agreement may be amended with ___% consent. Amendments shall be filed with the Registrar as required.
- Notices
Notices shall be sent to registered addresses or updated contact details via registered post/email.
- Governing Law
This agreement shall be governed by the laws of India. Courts at ________ shall have exclusive jurisdiction.
- Entire Agreement
This agreement constitutes the entire agreement and supersedes all prior understandings.
EXECUTED BY THE PARTNERS:
(Signatures of all partners with name, designation, and date)
WITNESSES:
- _________________________
- _________________________