SUPPLEMENTARY DEED TO LLP AGREEMENT
This Supplementary Deed ("Supplementary Deed") is made at [Place] on this [Day] day of [Month], [Year], amending the Limited Liability Partnership Agreement dated [Original Deed Date].
BY AND AMONG
1. [Partner 1 Name], son/daughter of [Father's Name], residing at [Address] (hereinafter "Partner 1");
2. [Partner 2 Name], son/daughter of [Father's Name], residing at [Address] (hereinafter "Partner 2"); and
3. [Incoming Partner Name], son/daughter of [Father's Name], residing at [Address] (hereinafter the "Incoming Partner");
collectively referred to as the "Partners" of [LLP Name] LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having LLPIN [LLPIN] and its registered office at [Registered Office Address] (the "LLP").
WHEREAS:
(a) The Partners had entered into a LLP Agreement dated [Original Deed Date] (the "Principal Agreement") governing the mutual rights and duties of the partners of the LLP.
(b) The Partners now desire to admit the Incoming Partner and/or record the retirement of an existing partner, revise the capital contribution and modify the profit-sharing ratio, and accordingly wish to amend the Principal Agreement by way of this Supplementary Deed.
NOW THIS SUPPLEMENTARY DEED WITNESSETH as follows:
- Amendment Prevails. This Supplementary Deed shall be read together with and form an integral part of the Principal Agreement. In case of conflict, the provisions of this Supplementary Deed shall prevail.
- Change in Partners. With effect from [Effective Date], [Incoming Partner Name] is admitted as a partner of the LLP, and/or [Outgoing Partner Name] retires as a partner. The continuing partners have acknowledged and consented to this change.
- Capital Contribution. The total capital contribution of the LLP is revised to Rs. [Amount], contributed by the Partners as follows: Partner 1 – Rs. [Amount]; Partner 2 – Rs. [Amount]; Incoming Partner – Rs. [Amount].
- Profit-Sharing Ratio. The profits and losses of the LLP shall, with effect from [Effective Date], be shared among the Partners in the following ratio: Partner 1 – [%]; Partner 2 – [%]; Incoming Partner – [%].
- Rights and Liabilities of Incoming Partner. The Incoming Partner shall be entitled to the rights and be subject to the duties and obligations of a partner under the Principal Agreement and the LLP Act, 2008, from the Effective Date.
- Liabilities of Outgoing Partner. Any retiring partner shall remain liable for obligations of the LLP incurred prior to the date of retirement, and the continuing partners shall indemnify the retiring partner against liabilities arising thereafter.
- Continuance of Other Terms. Save as expressly modified herein, all other terms, covenants and conditions of the Principal Agreement shall remain in full force and effect.
- Filing. The Designated Partners shall file this Supplementary Deed with the Registrar of Companies in Form 3 (and Form 4 for change in partners) within the time prescribed under the LLP Act, 2008.
- Governing Law. This Supplementary Deed shall be governed by and construed in accordance with the laws of India, and courts at [City] shall have exclusive jurisdiction.
IN WITNESS WHEREOF, the Partners have executed this Supplementary Deed on the day, month and year first written above.
_______________________
[Partner 1 Name]
_______________________
[Partner 2 Name]
_______________________
[Incoming Partner Name]
Witness 1: _______________________ Witness 2: _______________________