LLP AGREEMENT
(As per Section
23(4) of LLP Act, 2008)
THIS Agreement of LLP made at ............ this....................
Day of ...................... 20............
BETWEEN
- …………... a company registered under the Companies Act, 1956, having
its registered office at …………….. through its authorized representative …………….
which expression shall, unless it be repugnant to the subject or context
thereof, include their legal heirs, successors, nominees and permitted
assignees and hereinafter called the FIRST PARTY, and
- ………….. residing at ………………..which expression shall, unless it be
repugnant to the subject or context thereof, include their legal heirs,
successors, nominees and permitted assignees and hereinafter called the SECOND
PARTY, and
(THE FIRST & SECOND PARTY SHALL BE COLLECTIVELY REFERRED TO AS
PARTNERS)
WHEREAS the First Party is ………………
WHEREAS the Second Party is ………….. .
NOW The FIRST & SECOND Party are interested in forming a Limited
Liability Partnership under the Limited Liability Partnership Act 2008 and that
they intends to write down the terms and conditions of the said formation and
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 M/s. …………… LLP and hereinafter called as
…X….. LLP.
2.
The X LLP as
constituted under this Deed shall be deemed to be have commenced on the
--------- day of ----------------
3.
The X 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.
4.
The Contribution of the X LLP shall be Rs………
(Rupees ……….. only) which shall be contributed by the partners in the following
proportions.
First Party …..% i.e. Rs .……. (Rupees ………….. only)
Second Party ……% i.e. Rs ……… (Rupees ……….. only)
The further Contribution if any required by the X LLP shall be
brought by the partners in their profit sharing ratio.
5.
The X LLP shall have a common seal to
be affixed on documents as defined by partners under the signature of any of
the Designated Partners.
6.
The business of the X LLP shall be of …………………………………...
7.
That the immovable properties purchased
by the LLP shall be clear, marketable and free from all encumbrances.
8.
The net profits of
the X LLP arrived at after providing for payment of remuneration to the working
partners ------ and ------ and interest to partners on the loan given by them
shall be divided in the following proportions:
To the said ---------------- 50%
To the said ---------------- 50%
-------
100%
--------
9.
The losses of the X
LLP including loss of capital, if any, shall be borne and paid by the partners
in the following proportions:
To the said ---------------- 50%
To the said ---------------- 50%
-------
100%
--------
10.
The bankers of the
partnership shall be----------- Bank,--------- branch and/or such other bank or
banks as the partners may from time to time unanimously agreed upon.
11.
The business of
the X LLP is ____________________
and other ancillary business more particularly described in the
Schedule 1 annexed herewith or any other business in any other manner as may be
decided by the majority of Partners.
Admission of New Partner
12.
The new partner may not be introduced without
the consent of all the existing partners. Such incoming partner shall give his
prior consent to act as Partner of the X LLP.
13.
The Contribution of the partner may be
tangible, intangible, Moveable or immoveable property and the incoming partner
shall bring minimum contribution of Rs………
14.
The Profit sharing ratio of the
incoming partner will be in proportion to his contribution towards X LLP.
Rights of Partner
15.
All the partners hereto shall have the
rights, title and interest in all the assets and properties in the said X LLP in
the proportion of their Contribution.
16.
Every partner has a right to have access to and to
inspect and copy any books of the X LLP.
17.
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 X LLP shall have no objection thereto provided that the
said partner has intimated the said fact to the X LLP before the start of the
independent business and moreover he shall not use the name of the X LLP to
carry on the said business.
18.
If any partner shall advance any sum of
money to X LLP over and above his due
contribution to capital, the same shall be a debt due from the X LLP to the
partner advancing the same and shall carry simple interest at the rate of …%
per annum or any other rate decided by the partners unanimously.
19.
X LLP shall have perpetual succession.
So, death, retirement or insolvency of any partner shall not dissolve the X LLP.
20.
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. However, upon
insolvency of a partner his or her rights, title and interest in the X 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 X LLP 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.
21.
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 X LLP.
Duties of Partners
22.
Each Partner shall be just and faithful
to the other partners in all transactions relating to the LLP.
23.
Each partner shall render true accounts and full
information of all things affecting the limited liability partnership to any
partner or his legal representatives.
24.
Every partner shall account to the limited
liability partnership for any benefit derived by him without the consent of
the X LLP of any transaction concerning the limited liability partnership, or for
any use by him of the property, name or any business connection of the X LLP.
25.
Every partner shall indemnify the limited liability
partnership and the other existing partner for any loss caused to it by his
fraud in the conduct of the business of the limited liability partnership.
26.
In case any of the Partners of the X LLP desires to
transfer or assign his interest or shares in the X LLP he can transfer the same
with the consent of all the Partners.
27.
No Partner shall without the written
consent of other Partners :-
-
Engage or except for
gross misconduct, dismiss any employee of the partnership
-
Employ any money, goods or effects of
the partnership or pledge the credit thereof except in the ordinary course of
business and upon the account or for the benefit of the X LLP.
-
Enter into any bond or become sureties
or security with or for any person or do knowingly cause or suffer to be done
anything whereby the partnership property or any part thereof may be seized.
-
Assign, mortgage or charge his or her
share" in the partnership or any asset or property thereof or make any
other person a partner therein.
-
Engage directly or
indirectly in any business competing with that of the limited liability
partnership.
-
Lend money or give credit on behalf of the X LLP or
to have any dealings with any persons, company or firm whom the other partner
previously in writing have forbidden it to trust or deal with. Any loss
incurred through any breach of provisions shall be made good with the X LLP by
the partner incurring the same.
-
Compromise or compound or (except upon payment in
full) release or discharge any debt due to the X LLP except upon the written
consent given by the other partner.
-
Enter into any bond
or become bail or surety for any person or knowingly cause or suffer to be done
anything whereby the limited liability partnership property may be endangered
Meeting
28.
The meeting of designated partners may
be called by giving __days notice. In case if any urgent meeting is called the
notice requirement is to be rectified by all the Partners.
29.
The matter discussed in the X LLP
meeting 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.
30.
The meeting of the Partners may be
called by sending …… days prior notice to all the partners at their residential
address or in case of urgent meeting the same can be called by telephonic
conversation but the notice requirement is to be rectified by all the Partners.
31.
The meeting of Partners shall
ordinarily be held at the registered office of the X LLP or at any other place
as per the convenience of partners.
32.
Every limited liability partnership
shall ensure that decisions taken by it are recorded in the minutes within …..
days of taking such decisions and are kept and maintained at the registered
office of the X LLP.
33.
Each partner shall--
I.
Punctually pay and discharge the
separate debts and engagement and indemnify the other partners and the X 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 X
LLP business and they all shall be the working partners.
Duties of Designated Partner
34.
The Authorised representative of First Party and the
Second Party shall act as the Designated Partner of the X LLP in terms of the
requirement of the Limited Liability Partnership Act, 2008.
35.
The Designated Partners shall be responsible for
the 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.
36.
The
Designated Partners shall be responsible for the doing of all acts arising out
of this agreement.
37.
No remuneration will be given to any of the
Designated Partner for rendering of their services.
38.
The X 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
X LLP, except for the gross negligence or willful misconduct of the partner or
officer seeking indemnification.
Cessation of Existing Partners
39.
Partner may cease to be partner of the X
LLP by giving a notice in writing of not less than ______ days(More than 30) to
the other partners of his intention to resign as partner.
40.
No majority of Partners can expel any
partner except in the situation where any partner has been found guilty of
carrying of activity/business of X LLP with fraudulent purpose.
41.
The X LLP can be wounded up with the consent of all the partners
subject to the provisions of Limited Liability Partnership Act 2008.
Extent of Liability
of X LLP
42.
X LLP is not bound by anything done by
a partner in dealing with a person if—
I.
the partner in fact has no authority to
act for the X LLP in doing a particular act; and
II.
the person knows that he has no
authority or does not know or believe him to be a partner of the X LLP.
Miscellaneous
Provisions
43.
The limited liability partnership shall indemnify
each partner in respect of payments made and personal liabilities incurred by
him—
I.
in the ordinary and proper conduct of
the business of the limited liability partnership; or
II.
in or about anything necessarily done
for the preservation of the business or property of the limited liability partnership.
44.
The
books of accounts of the firm shall be kept at the registered office of the X
LLP for the reference of all the partners.
45.
The
accounting year of the X LLP shall be from 1st April of the year to 31st March
of subsequent year. The first accounting year shall be from the date of
commencement of this X LLP till 31st March of the subsequent year.
46.
It
is expressly agreed that the bank account of the X LLP shall be operated jointly
by the Second Party.
47.
All disputes
between the partners or between the Partner and the X LLP 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 (26 of 1996).
IN
WITNESS WHEREOF the parties have put their respective hands the day and year
first hereinabove written
Signed
and delivered by the
For and
on behalf of
…………………. (Name
of LLP)
(Partner)
(Partner)
Witness:
a)
Name:______________________________________
Address:_____________________________________
Signature:____________________________________
b)
Name:_______________________________________
Address:_____________________________________
Signature:____________________________________
SCHEDULE 1
ANCILLARY OR OTHER BUSINESS CARRIED OVER BY THE X
LLP
(A)
THE BUSINESS
INCIDENTAL OR ANCILLARY TO THE ATTAINMENT
OF THE MAIN BUSINESS ARE:
(B)
THE OTHER BUSINESS ARE:
SCHEDULE 2
MATTERS TO BE DECIDED BY A RESOLUTION PASSED BY A MAJORITY
IN NUMBER OF THE PARTNERS
.
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