LLP AGREEMENT (As per section 23 of LLP Act, 2008) This Agreement of Limited Liability Partnership made at on this day of 2011 BETWEEN 1., Age- years, Occupation Business, residing at, PAN No- and hereinafter called the FIRST PARTY. 2., Age- years, Occupation Business, residing at, PAN No- and hereinafter called the SECOND PARTY. (THE FIRST AND SECOND PARTY SHALL BE COLLECTIVELY REFERRED TO AS PARTNERS) Now, the First and Second party have agreed and decided to form a limited liability partnership under the Limited Liability Partnership Act 2008, and that they intend to write down the terms and conditions of the said formation. This agreement will be effective from the date of incorporation of the LLP. IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:- 1. A Limited Liability Partnership shall be carried on in the name and style of LLP : i. The proposed name has been reserved by the Registrar of LLP vide its letter dated. ii. iii. The incorporation documents have been executed by all the parties to LLP agreement. The incorporation and other necessary documents are being submitted to Registrar of LLP with necessary filing fees.
2. LLP shall carry on inter-alia the following activities:- 3. LLP as constituted under this deed shall be deemed to have commenced on the day of, 2011, the date of incorporation of LLP. 4. The said LLP shall have its registered office at and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time. Given below is the registered office address of the said LLP:- Phone and Fax no., Email - 5. The number of designated partners are two i.e. and. Only designated partners will take care of the day to day management and conduct of the business of the LLP. 6. Composition of Executive/Managing Committee:- The Executive/Managing Committee will consist of both the designated partners at the moment. However in future, they can take any other partners as members of Executive/Managing Committee 7. The aforesaid nature of business of LLP can be changed or new business can be commenced or existing business can be suspended or modified or business can be completely closed with the consent of all partners. 8. The duration of said LLP is at will. 9. The Contribution of the LLP shall be Rs (Rupees Only) which shall be contributed by the partners in the following proportions:
Sr. No. Name of the partner Contribution in % 1. 2. TOTAL 100 The further Contribution if any required by the LLP shall be brought by the partners as may be mutually agreed among them. Such further capital contribution may be in cash or otherwise which would include tangible, intangible, moveable or immoveable property. 10. The said LLP shall have a common seal to be affixed on documents as defined by partners under the signature of any of the Designated Partner. 11. That the immovable properties purchased by the LLP shall be clear, marketable and free from all encumbrances. 12. Profit and Loss - The net profits and losses of the said LLP arrived at after providing for payment of remuneration to the working partners and interest to partners on the loan given by them shall be divided in the following proportions: Sr. No. Name of the partner Share in profits and loss in % 1. 2. TOTAL 100 13. The bankers of the said LLP shall be Bank and/or such other bank or banks as the partners may from time to time unanimously agree upon. 14. Each partner may draw out of the funds of LLP as drawings from the credit balance of his current account as may be agreed between partners from time to time.
15. Bank Account - All funds of the LLP business shall be deposited in its name in such banking account or accounts as shall be determined by the designated partners. All withdrawals are to be made by cheque signed by the designated partners. Admission of New Partner 16. No person may be introduced as a new partner without the consent of all the existing partners. Such incoming partner shall give his prior consent to act as partner of the said LLP and bring his contribution as may be mutually agreed among other partners. 17. The profit sharing ratio of the incoming partner will be in proportion to his contribution towards the capital of the said LLP. Management of LLP 18. The designated partners will be in-charge of management of LLP as Executive/Managing partner or Senior/Executive/Managing partner and will take part in management of LLP. They will be entitled to salary as may be mutually agreed between the partners but in no case, the same should exceed as provided by provisions of the Income Tax Act, 1961. Powers of Executive/Managing partners 19. The executive/managing partners shall have following specific authorities:- a) Borrow in ordinary course of business and repayment of loans. b) Sale or dispose of immovable or movable property in ordinary course of business. c) Transfer immovable property belonging to the said LLP. d) Purchase and sale of goods for business of the said LLP.
e) Employ and remove employees and fix their remuneration, perquisites and terms and conditions of employment. f) Receive payment on behalf of LLP and giving receipt. g) Pledge/mortgage goods of LLP for borrowing money. h) Settling accounts with persons dealing with the LLP. i) Making, drawing, accepting and endorsing negotiable Instruments on behalf of LLP. j) Receive notice on behalf of LLP. k) Acknowledgement of debt of the LLP. l) Refer a dispute relating to the business of the LLP to arbitration. m) Open a banking account in name of LLP. n) Admit any liability in a suit or proceedings against the LLP. o) Give guarantees, loans and make investments in ordinary course of business. Accounts and Audit of Accounts 20. The designated partners of LLP shall within a period of six months from the end of each financial year or such other time as may be permitted under the law, prepare the Annual Statements of Accounts and Solvency for the financial year as at its last day of all the capital contributions, assets and liabilities and of the profits and losses of the LLP and the same shall be signed by the Designated partners as required under Section 34(2) of the LLP Act, 2008. Financial year of LLP shall end on 31st March every year. 21. Where accounts are required to be audited by practicing Chartered Accountant in practice in accordance with the rules prescribed under Rule 24(8) of the LLP Rules, 2009, the auditor will be appointed by designated partners. Their remuneration will be fixed by them. If they fail to appoint an auditor, the auditor will be appointed and their remuneration fixed unanimously by all the partners, or by 75% of partners. Rights of Partner
22. All the partners hereto shall have the rights, title and interest in all the assets and properties of the said LLP in the proportion of their Contribution. 23. Every partner has a right to have access to and to inspect and obtain copies of any books of the said LLP. 24. Each of the parties hereto shall be entitled to carry on their own, separate and independent business as hitherto they might be doing or they may hereafter do as they deem fit and proper and other partners and the LLP shall have no objection thereto provided that the said partner has intimated the said fact to the LLP before the start of the independent business and moreover he shall not use the name of the LLP to carry on the said business. 25. The said LLP shall have perpetual succession. Death, retirement or insolvency of any partner shall not dissolve the said LLP. 26. On retirement of a partner, the retiring partner shall be entitled to full payment in respect of all his rights, title and interest in the LLP as herein provided. However, upon insolvency of a partner his or her rights, title and interest in the LLP shall come to an end. Upon the death of any of the partners herein, any one of his or her heirs will be admitted as a partner of the LLP in place of such deceased partner. The heirs, executors and administrators of such deceased partners shall be entitled to and shall be paid full payment in respect of the right, title and interest of such deceased partner. 27. On the death of any partner, if his or her heir opts not to become the partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in the said LLP.. Duties of Partners 28. Every partner shall account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property, name or any business connection of the limited liability partnership. 29. Every partner shall indemnify the limited liability partnership and the other existing partner(s) for any loss caused to it/them by his fraud in the conduct of the business of the limited liability partnership.
30. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives. 31. In case any of the partners of the LLP desires to transfer or assign his interest or share in the LLP he has to offer the same to the remaining partners by giving 15 days notice. In the absence of any communication by the remaining partners the concerned partner can transfer or assign his share in the market. 32. No partner shall without the written consent of the said LLP- I. Employ any money, goods or effects of the LLP or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the LLP. II. III. IV. Lend money or give credit on behalf of the LLP or to have any dealings with any persons, company or firm whom the other partners previously in writing have forbidden it to trust or deal with. Any loss incurred through any breach of provisions shall be made good to the LLP by the partner incurring the same. Enter into any bond or become surety or provide security with or for any person or do knowingly suffer or cause to be done anything whereby the LLP property or any part thereof may be seized. Assign, mortgage or charge his or her share in the LLP or any asset or property thereof or make any other person a partner therein. V. Compromise or compound or (except upon payment in full) release or discharge any debt due to the LLP except upon the written consent given by the other partner(s). 33. Salary, loan to the partners- Each partner shall be entitled to salary, perquisites and allowances with such terms and conditions as may be determined unanimously by all the partners. LLP may grant loans to its partners. The advancing of such loans and interest chargeable on the loans will be determined by executive/managing committee of LLP. Loans by partners to the LLP- Loans to LLP from partners, the acceptance of such loans and rate of interest on the loans will be determined by executive/managing committee of LLP.
Meetings of partners 34. All the matters related to the said LLP as mentioned in schedule I to this agreement shall be decided by a resolution passed by a majority in number of the partners, and for this purpose, each partner shall have one vote. 35. The meeting of the partners may be called by sending 7 days prior notice to all the partners at their residential address or by mail at the Email ids provided by the individual partners in writing to the said LLP. In case any partner is a foreign resident the meeting may be conducted by serving 15 days prior notice through e-mail. Provided the meeting be called at shorter notice, if majority of the partners agree in writing to the same either before or after the meeting. 36. The meeting of Partners shall ordinarily be held at the registered office of the said LLP or at any other place as per the convenience of partners. 37. With the written Consent of all the partners, a meeting of the partners may be conducted through Teleconferencing. 38. Every limited liability partnership shall ensure that decisions taken by it are recorded in the minutes within thirty days of taking such decisions and are kept and maintained at the registered office of the LLP. 39. Each partner shall-- I. Punctually pay and discharge the separate debts and engagement and indemnify the other partners and the LLP assets against the same and all proceedings, costs, claims and demands in respect thereof. II. Each of the partners shall give time and attention as may be required for the fulfillment of the objectives of the LLP business. Duties of Designated Partner 40. The Designated Partners shall be responsible for doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of Limited Liability Partnership Act, 2008. 41. The Designated Partners shall be responsible for the doing of all acts arising out of this agreement.
42. The said LLP shall pay such remuneration to the Designated Partner as may be decided by the majority of the Partners, for rendering his services as such. 43. The said LLP shall indemnify and defend its partners and other officers from and against any and all liability in connection with claims, actions and proceedings (regardless of the outcome), judgment, loss or settlement thereof, whether civil or criminal, arising out of or resulting from their respective performances as partners and officers of the LLP, except for the gross negligence or willful misconduct of the partner or officer seeking indemnification. Cessation of existing Partners 44. Partner may cease to be partner of the said LLP by giving a notice in writing of not less than thirty days to the other partners of his intention to resign as partner. 45. On cessation of partner, his contribution will be refundable. His share of goodwill will be paid to him. 46. No goodwill will be paid in following cases a) A person who was a partner for less than 5 years b) Salaried partner, irrespective of number of years of his partnership. Decision in relation to LLP 47. All routine decisions will be taken by Executive/Managing Committee. Major decisions relating to business will be decided by majority in number of partners. It will be sufficient if consent of partners is obtained through circular resolution without holding meeting of partners. 48. Following decision will require 100% majority and can be taken only at the meeting of partners: a) Admission of new partner b) Expelling a partner c) Shifting of registered office from one state to another d) Sale, merger, amalgamation or closure of entire business of LLP e) Change in nature of business of LLP f) Voluntary winding up of LLP
49. A partner can attend the meeting either in person or proxy. The meeting will elect its own chairman. A chairman shall have a casting vote. Restriction on partner s authority or Acts forbidden 50. Without the consent given in writing of the other partners, no partners while he is a partner for the time being of the LLP shall I. Transfer, assign or otherwise encumber his share in the assets or profits of the LLP. II. III. IV. Do any act that may conflict his interest with the interest of the LLP or any of its other partners. Lend any money or deliver upon credit any of the goods of the LLP to any person or persons whom the other partners shall have previously in writing forbidden to trust or deal. Give any unauthorized security or promise the payment of money on account on behalf of the LLP except in the ordinary course of its business. V. Secure surety or guarantee for anyone encumbering or pledging the properties of the LLP. VI. VII. VIII. IX. Draw or accept or endorse any bill of exchange or promissory note on LLP S account. Draw and sign any cheque on behalf of the LLP in excess of Rs.10,00,000/- on its banking account. Lease, sell, pledge or do other disposition of any of the LLP s property otherwise than in the ordinary course of business. Do any act or omission rendering the LLP liable to be wound up by the Tribunal. X. Share business secrets of the LLP with outsiders. XI. XII. XIII. Open a banking account on behalf of the LLP in his own name. Commit to compromise or relinquish any claim in whole or part of the LLP. Withdraw a suit filed on behalf of the LLP.
XIV. XV. Admit any liability in a suit or proceedings against the LLP. Enter into any partnership or joint venture; float any subsidiary LLP or company with the LLP being the promoter or acquirer of interest or control. Resolution of disputes between partners 51. Dispute among partners and disputes between the partner and the said LLP will be settled through conciliation, first by remaining partner and then by auditors of said LLP. 52. If conciliation fails, disputes among partners and other designated partner shall be resolved by a committee appointed by the executive/managing committee, whose decision shall be final. 53. Disputes among designated partners shall be referred to arbitration. Arbitration 54. All disputes, claims and differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of the said LLP Agreement or breach, termination or invalidity thereof, will be settled in accordance with provisions of Arbitration and Conciliation Act 1996.
IN WITNESS WHEREOF the parties have put their respective hands the days and year first herein above written Signed and delivered by the For and on behalf of LLP Party to the First part ( ) Party to the Second part ( ) Witness: a) Name: Address: Signature:
b) Name: Address: Signature:
SCHEDULE 1 INCIDENTAL OR ANCILLARY BUSINESSES CARRIED BY LLP I. To carry out investigation, take surveys, collect information, data and to make feasibility studies and submit its report. II. III. IV. To enter into contracts, agreements, arrangements and amalgamate with any other company or LLP. To subscribe or contribute or otherwise to assist charitable, religious, scientific, public, political or any other institution or objects. To arrange or publish such material of literature, brochures, advertisement through various media of communication as is required for the purpose of business of the LLP. V. To invest surplus funds of the LLP. VI. To enter into arrangements with any Government or other authorities that may seem conducive to the objects of the LLP and to obtain from any such Government or other authorities any objects, concessions and privileges which the LLP may think fit and desirable to obtain and to exercise and comply with any such arrangements, rights and concessions. SCHEDULE 2 MATTERS TO BE DECIDED BY A RESOLUTION PASSED BY A MAJORITY IN NUMBER OF THE PARTNERS I. To change the existing name of LLP. II. To make amendments in the LLP agreement. III. To change the auditors of LLP..