LLP Agreement This LLP Agreement (the Agreement ) is made at and effective this [DATE]: Between: Mr. ( Designated Partner ) residing at [ADDRESS] which expression shall unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns of the First Party; And: Mr ( Designated Partner ) residing at [ADDRESS] which expression shall, unless repugnant to the context or meaning thereof, be deemed to include his legal heirs, executers, administrators and successors and permitted assigns of the Second Party; and The First Party and Second Party are hereinafter collectively referred to as Parties or Partners or individually as Party. The term Partner shall also include Partners, wherever relevant. Now the First and Second Party are interested in forming a Limited Liability Partnership ( LLP ) under the Limited Liability Partnership Act, 2008 (the LLP Act ) and that they intend to write down the terms and conditions of the said formation. WHEREAS it is hereby agreed by and between the Parties hereto as follows: 1. There shall be carried on in the name and style of M/s [PROPOSED NAME OF FIRM] (herein after referred to as the Firm or LLP ). 2. The Firm shall have its registered officer at [ADDRESS] and/or at such other place or places, as shall be agreed to by the majority of the Partners from time to time. 3. The Partnership shall commence on the date of registration of the LLP, and shall continue to operate thereafter subject to the provisions of the LLP Act, until termination of this agreement by consent of all the Partners for the time being of the LLP.
4. The contribution of the Firm shall be the investment made by both the Partners in equal proportion. 5. All the Partners of the Firm are entitled to share profit/losses in equal proportion. 6. The business of the Firm shall be carried out as outlined in the Schedule 1 annexed herewith or any other business in any other manner as may be decided by all the Partners. 7. Besides the above contribution, the Firm may borrow from its Partners any sum of money, on such terms as mutually decided by the Partners. ADMISSION OF NEW PARTNER 8. No person may be introduced as a new partner without the consent of all the exiting partners. Such incoming partner shall give his prior consent to act as partner of the Firm. 9. The contribution of the partners may be tangible, intangible, moveable or immoveable property. RIGHTS OF PARTNERS 10. All the partners hereto shall have the rights, title and interest in all the assets and properties in the said LLP in equal proportion. 11. Every partner has a right to have access to and to inspect and copy any books of the Firm. 12. The Firm shall have perpetual succession. Death, retirement or insolvency of any partner shall not dissolve the Firm. 13. 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 partner as herein provided. Upon the death of any of the partners herein any one of his or her heirs will be admitted as a
partner of the Firm in place of such deceased partner. The heirs, executors and administrators of such deceased partners shall be entitled to and shall be paid the full payment in respect of the right, title and interest of such deceased partner. 14. 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 Firm. DUTIES OF PARTNERS 15. Each Partner shall be just and faithful to the other partners in all transactions relating to the Firm. 16. Every Partner shall account to the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him the property, name or any business connection of the limited liability partnership. 17. Every partner shall indemnify the limited liability partnership and the other existing partner for any loss or damage caused to it or them by his misconduct, fraud, or any unauthorized act in the conduct of the business of the limited liability partnership. 18. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives. MEETINGS 19. All the matters related to the Firm as mentioned in schedule II to this agreement shall be decided by a resolution passed by all the partners unanimously. 20. The meeting of the Partners may be called by sending 15 (Fifteen) days prior notice to all the Partners at their residential address or by mail at the e-mail IDs provided by the individual Partners in writing to the Firm. In case any partner is a foreign resident the meeting may be conducted by serving 15 (Fifteen) days prior notice through e -mail. Provided the meeting may be called at shorter notice, if all the partners agree to the same.
21. The meeting of Partners shall ordinarily be held at the registered office of the Firm or at any other place as per the convenience of partners. 22. With the consent of all the partners, a meeting of the Partners may be conducted through teleconferencing. 23. the Firm 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. DUTIES OF DESIGNATED PARTNER 24. The Designed Partners shall be responsible for the doing of all acts arising out of this agreement and in the operation of the Firm. 25. The Firm shall pay such remuneration to the Designated Partners as may be decided, for rendering his/her services as such. 26. The Firm 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 Firm, except for the gross negligence or will full misconduct of the partner or officer seeking indemnification. MANAGEMENT OF THE LLP 27. The operations of the Firm shall be managed by the designated partners. 28. Any matter or issues relating to the LLP shall be decided by a majority in number of the Designated Partners which shall in every case include the Partners being the original Parties hereto so long as they continue as the Designated Partners of the LLP.
29. Banking arrangements for the LLP shall be unanimously decided by the Designated Partners at any time and from time to time, ensuring that all moneys received subject to requirements of current expenses, by of cheques, drafts or orders shall be promptly paid into the LLP s Banking Account. 30. Each Partner shall render true accounts and full information of all things affecting the LLP to the Designated Partner(s) and on request to any partner or his legal representative. TERMINATION & DISSOLUTION 31. The winding up of a limited liability partnership may be either voluntary or by the tribunal and limited liability partnership, so wound up may be dissolved. MISCELLANEOUS PROVISIONS 32. The LLP shall indemnify each partner in respect of payments made and personal liabilities incurred by him: (i) (ii) in the ordinary and proper conduct of the business of the limited liability partnership; or in or about anything necessarily done for the preservation of the business or property of the limited partnership. 33. All disputes between the partners or between the Partner and the Firm arising out of the limited liability partnership agreement which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996. IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at New Delhi, India on the date indicated above.
For and on behalf of M/s [NAME OF LLP], Mr. (Designated Partner) Mr. (Designated Partner) Witness 1 Witness 2
Schedule 1 The business incidental or ancillary to the attainment of the main business are:
Schedule 2 Matters to be decided by a resolution passed by all the partners