A complete LLP Agreement showing every clause it must contain under Section 23 of the LLP Act, 2008; execute on stamp paper and file in Form 3 within 30 days of incorporation.
LIMITED LIABILITY PARTNERSHIP AGREEMENT
(Under Section 23 of the Limited Liability Partnership Act, 2008 read with Rule 21 of the LLP Rules, 2009)
THIS LLP AGREEMENT is made and executed at [City] on this [Day] day of [Month, Year] BY AND BETWEEN:
1. [Name of Partner 1], S/o / D/o [___], aged about [__] years, residing at [Address], PAN [____] (hereinafter referred to as the "First Partner"); AND
2. [Name of Partner 2], S/o / D/o [___], aged about [__] years, residing at [Address], PAN [____] (hereinafter referred to as the "Second Partner").
The parties above are hereinafter collectively referred to as the "Partners" and individually as a "Partner". The expression "Partner" shall, unless repugnant to the context, include their respective heirs, executors, administrators and permitted assigns.
WHEREAS the Partners have incorporated a Limited Liability Partnership under the name [LLP Name] LLP vide Certificate of Incorporation No. [LLPIN] dated [Date] issued by the Registrar of Companies, [State]; AND WHEREAS the Partners desire to record in writing the mutual rights, duties and obligations as required by Section 23 of the LLP Act, 2008.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
Clause 1. Name. The business of the LLP shall be carried on under the name and style of "[LLP Name] LLP" or such other name as the Partners may mutually decide and as approved by the Registrar.
Clause 2. Registered Office. The registered office of the LLP shall be situated at [Full Address]. Any change of the registered office shall be filed in Form 15 with the Registrar.
Clause 3. Business / Objects. The LLP shall carry on the business of [describe the principal business, e.g. "IT consultancy and software development"] and any other business or activity as the Partners may mutually agree upon from time to time, subject to applicable law.
Clause 4. Duration. The LLP shall commence on the date of its incorporation and shall continue as a "partnership at will" until dissolved in accordance with this Agreement or the LLP Act, 2008.
Clause 5. Capital Contribution. The total contribution of the LLP shall be ₹[amount], contributed by the Partners as under: First Partner ₹[__], Second Partner ₹[__]. Contribution may be in cash, tangible/intangible property or other benefit, valued as per Section 32 of the LLP Act.
Clause 6. Profit and Loss Sharing. The net profits and losses of the LLP shall be shared between the Partners in the ratio First Partner [__]% : Second Partner [__]%.
Clause 7. Designated Partners. [Name] (DPIN [____]) and [Name] (DPIN [____]) shall be the Designated Partners, responsible for compliance under Section 8 of the LLP Act, 2008, including filing of returns (Form 8 and Form 11). At least one Designated Partner shall be resident in India.
Clause 8. Rights and Duties of Partners. Every Partner shall (a) render true accounts and full information of all things affecting the LLP; (b) devote such time and attention as agreed; (c) be indemnified for payments made in the ordinary course; and (d) not carry on any competing business without consent.
Clause 9. Management and Decision-making. The business shall be managed jointly by the Designated Partners. Ordinary matters shall be decided by majority; matters listed in Clause 10 shall require unanimous consent of all Partners.
Clause 10. Matters Requiring Unanimous Consent. (a) admission or expulsion of a Partner; (b) change in business/objects; (c) borrowing beyond ₹[limit]; (d) amendment of this Agreement; (e) dissolution.
Clause 11. Banking. The LLP shall maintain bank account(s) operated by [name / jointly / any one Designated Partner] as the Partners may resolve.
Clause 12. Books of Account and Audit. The LLP shall maintain proper books of account on [cash/accrual] basis at the registered office. Accounts shall be audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh, as per Rule 24 of the LLP Rules, 2009.
Clause 13. Remuneration and Interest. Working Partners shall be entitled to remuneration and interest on capital @ [__]% p.a. within the limits of Section 40(b) of the Income-tax Act, 1961, as the Partners may fix.
Clause 14. Admission, Retirement and Cessation. A new Partner may be admitted with the consent of all Partners. A Partner may retire by giving [30] days' written notice. Cessation shall be intimated in Form 4 to the Registrar within 30 days.
Clause 15. Indemnity and Limitation of Liability. The liability of each Partner shall be limited as provided under Section 27 and 28 of the LLP Act, 2008. No Partner shall be personally liable for the obligations of the LLP except for own wrongful act or omission.
Clause 16. Dissolution and Winding Up. The LLP may be wound up voluntarily or by the Tribunal under Sections 63–65 of the LLP Act, 2008. On dissolution, assets shall be applied first towards liabilities and the balance distributed in the profit-sharing ratio.
Clause 17. Arbitration. Any dispute arising out of or in connection with this Agreement shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996; the seat and venue shall be [City].
Clause 18. Amendment. This Agreement may be amended only by a written Supplementary Agreement signed by all Partners and filed in Form 3 within 30 days of the change.
IN WITNESS WHEREOF the Partners have set and subscribed their respective hands to this Agreement on the day, month and year first above written.
____________________
(First Partner) | ____________________
(Second Partner) |
WITNESSES:
1. ______________________ (Name, Address)
2. ______________________ (Name, Address)
