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Limited Liability Partnership Agreement
LIMITED LIABILITY PARTNERSHIP AGREEMENT
This Limited Liability Partnership Agreement is made and executed on this ______ day of ______, ______ at ______.
BETWEEN:
DETAILS OF THE LLP:
Name of LLP: ________________ LLP
LLPIN: ________________
Date of Incorporation: ________________
Registered Office: ________________
WHEREAS:
A. The parties hereto have agreed to carry on the business of ________________ and other allied activities as a Limited Liability Partnership under the name and style of '________________ LLP'.
B. The LLP was incorporated under the Limited Liability Partnership Act, 2008 on ________________ and was allotted LLPIN ________________.
C. The parties have agreed to reduce their mutual rights, duties, and obligations into writing in the form of this Agreement.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. NAME OF THE LLP
The name of the Limited Liability Partnership shall be '________________ LLP' and shall continue to be so called unless changed in accordance with the provisions of the LLP Act, 2008.
2. REGISTERED OFFICE
The Registered Office of the LLP shall be situated at ________________, or at such other place as may be decided by the Partners from time to time.
3. NATURE OF BUSINESS
The LLP shall carry on the business of ________________ and such other business activities as may be decided by the Partners from time to time, subject to applicable laws and regulations.
4. COMMENCEMENT AND DURATION
The LLP shall be deemed to have commenced business from ________________ and shall continue until dissolved in accordance with the provisions of the LLP Act, 2008 and this Agreement.
5. CAPITAL CONTRIBUTION
The initial capital contribution of the Partners shall be as follows:
The Partners may, by mutual consent, increase or decrease the capital contribution from time to time as may be required for the business of the LLP.
6. PROFIT AND LOSS SHARING RATIO
The net profits or losses of the LLP shall be shared among the Partners in the following ratio:
7. DESIGNATED PARTNERS
The following Partners shall be the Designated Partners of the LLP and shall be responsible for compliance with the provisions of the LLP Act, 2008 and Rules made thereunder: ________________
8. MANAGEMENT AND DECISION MAKING
The management and affairs of the LLP shall be conducted by the Designated Partners. All major decisions affecting the LLP shall be taken by mutual consent of all Partners. Day-to-day operational decisions may be taken by any Designated Partner.
9. ADMISSION, RETIREMENT, AND CESSATION OF PARTNERS
A new Partner may be admitted with the consent of all existing Partners. A Partner may retire from the LLP by giving ________________ notice in writing to the other Partners, subject to settlement of accounts and fulfillment of obligations.
10. WINDING UP
The LLP may be wound up in accordance with the provisions of the LLP Act, 2008 and Rules made thereunder, upon the mutual consent of all Partners or as otherwise provided under law.
11. GENERAL PROVISIONS
a) This Agreement shall be governed by and construed in accordance with the laws of India.
b) Any disputes arising out of or in connection with this Agreement shall be resolved through mutual discussion, failing which through arbitration in accordance with the Arbitration and Conciliation Act, 1996.
c) This Agreement may be amended only by written consent of all the Partners.
PARTNERS:
WITNESSES:
Limited Liability Partnership (LLP) Agreement
Standard LLP Agreement Format for Partnerships in India
Introduction
A Limited Liability Partnership (LLP) Agreement is the foundational legal document that governs the rights, duties, and obligations of partners in an LLP. Under the Limited Liability Partnership Act, 2008, every LLP incorporated in India is required to execute an LLP Agreement within thirty days of incorporation. This agreement serves as the constitution of the LLP, defining the relationship between the partners and the LLP, as well as among the partners themselves. In the absence of a formal agreement, the provisions of Schedule I to the LLP Act shall apply.
The LLP Agreement includes essential details such as the name and registered office of the LLP, LLPIN (LLP Identification Number), names and addresses of partners, their capital contributions, profit and loss sharing ratios, roles and responsibilities of designated partners, management structure, decision-making procedures, provisions for admission, retirement or cessation of partners, dispute resolution mechanisms, and winding up provisions. The agreement must be filed with the Registrar of Companies through Form 3 within the prescribed time, along with applicable stamp duty as per state regulations.
Benefits of Using a Standard Format
Utilising a professionally drafted LLP Agreement format ensures that all statutory requirements under the LLP Act, 2008 are properly addressed. A comprehensive template saves valuable time, reduces the risk of omitting critical clauses, and provides a consistent framework for defining partnership terms.
Standardised formats help ensure smooth functioning of the LLP and minimise potential disputes among partners by clearly documenting all arrangements.
Relevance to LLP Registration and Compliance
Following LLP Registration, executing and filing the LLP Agreement is one of the first mandatory compliances. The agreement must be filed through Form 3 on the MCA portal within thirty days of incorporation. If the LLP intends to carry on business activities attracting GST, obtaining GST Registration is essential, and the LLP Agreement may be required as supporting documentation during the GST registration process. Partners should ensure the agreement comprehensively covers all aspects of the partnership before execution.
LLP Agreement – Sample Format
LIMITED LIABILITY PARTNERSHIP AGREEMENT
This Limited Liability Partnership Agreement is made and executed on this ____________ day of ____________, 20____ at ____________ (Place).
BETWEEN:
1. ________________________ (Name of First Partner), Son/Daughter of ________________________, aged ____ years, residing at ________________________ (Address), having PAN ________________________ and DPIN ________________________, hereinafter referred to as the "First Party" / "Designated Partner";
2. ________________________ (Name of Second Partner), Son/Daughter of ________________________, aged ____ years, residing at ________________________ (Address), having PAN ________________________ and DPIN ________________________, hereinafter referred to as the "Second Party" / "Designated Partner";
(Add similar details for additional partners, if any)
DETAILS OF THE LLP:
Name of LLP: ________________________ LLP
LLPIN: ________________________
Date of Incorporation: ________________________
Registered Office: ________________________ (Address)
WHEREAS:
A. The parties hereto have agreed to carry on the business of ________________________ (Nature of Business) and other allied activities as a Limited Liability Partnership under the name and style of '________________________ LLP'.
B. The LLP was incorporated under the Limited Liability Partnership Act, 2008 on ________________________ (Date of Incorporation) and was allotted LLPIN ________________________.
C. The parties have agreed to reduce their mutual rights, duties, and obligations into writing in the form of this Agreement.
Terms and Clauses
- NAME OF THE LLP: The name of the Limited Liability Partnership shall be '________________________ LLP'.
- REGISTERED OFFICE: The Registered Office of the LLP shall be situated at ________________________ (Full Address with State and Pin Code).
- NATURE OF BUSINESS: The LLP shall carry on the business of ________________________ (Description of Main Business Activities).
- COMMENCEMENT AND DURATION: The LLP shall commence business from ________________________ (Date) and shall continue until dissolved as per law.
- CAPITAL CONTRIBUTION: Initial capital contributions shall be:
- First Partner: Rs. ________________________/-
- Second Partner: Rs. ________________________/-
- Total Capital: Rs. ________________________/-
- PROFIT AND LOSS SHARING RATIO: First Partner: ______%, Second Partner: ______%
- DESIGNATED PARTNERS: List of Designated Partners responsible for statutory compliance.
- MANAGEMENT AND DECISION MAKING: Day-to-day management by Designated Partners; major decisions by mutual consent.
- ADMISSION, RETIREMENT, AND CESSATION OF PARTNERS: Admission with consent of all partners; retirement with ____________ notice.
- WINDING UP: Winding up as per LLP Act, 2008 and Rules.
- GENERAL PROVISIONS:
- Governed by the laws of India.
- Disputes resolved by mutual discussion, failing which arbitration.
- Amendments only by written consent of all partners.
PARTNERS:
1. First Partner
Signature: ________________________
Name: ________________________
DPIN: ________________________
2. Second Partner
Signature: ________________________
Name: ________________________
DPIN: ________________________
WITNESSES:
1. Witness
Signature: ________________________
Name: ________________________
Address: ________________________
Frequently Asked Questions
1. Is it mandatory to have an LLP Agreement?
Yes, every LLP must have an LLP Agreement filed with the Registrar of Companies within thirty days of incorporation. Without it, Schedule I provisions apply by default.
2. Can the LLP Agreement be amended?
Yes, amendments require mutual consent of all partners and must be filed through Form 3 within thirty days of the amendment, subject to stamp duty.
3. Is there any due date to obtain an LLP Agreement?
The LLP Agreement must be filed within thirty days of incorporation. Delay attracts additional fees as per the LLP Act, 2008.
4. What happens if the LLP Agreement is not filed?
Default provisions of Schedule I apply, which may not reflect the actual arrangement, and delay attracts additional fees and possible disputes.