This Limited Liability Partnership
Agreement ("Agreement") is made on this ___ day of _______, 20,
by and between:
1.
[Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as the
"First Partner."
2.
[Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as the
"Second Partner."
(Hereinafter collectively referred to
as the "Partners" and individually as a "Partner").
WHEREAS:
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the Partners agree as follows:
1. NAME OF LLP
The name of the LLP shall be [LLP
Name], subject to approval from the Registrar of LLPs.
2. REGISTERED OFFICE
The registered office of the LLP shall
be located at [Registered Office Address] or at any other place as
decided from time to time by the mutual consent of the Partners.
3. BUSINESS OF THE LLP
The LLP shall carry on the business of
[Nature of Business] and any other business as may be mutually decided
by the Partners, subject to compliance with applicable laws.
4. COMMENCEMENT OF BUSINESS
The LLP shall commence its business
upon receiving a Certificate of Incorporation from the Registrar of LLPs, and
the provisions of this Agreement shall come into effect from that date.
5. CONTRIBUTIONS
5.1 Initial Contributions
The capital contributions of each
Partner shall be as follows:
Each Partner’s contribution may be
made in cash or in kind (goods, property, services, etc.) as mutually agreed
upon. The capital contributions may be increased or decreased by mutual
agreement.
5.2 Additional Contributions
If required for the business, additional
contributions shall be made in proportion to each Partner's current
contribution unless otherwise mutually agreed.
5.3 Interest on Capital Contributions
No interest shall be paid on the
initial or any subsequent capital contributions unless mutually agreed.
6. PROFIT AND LOSS SHARING
6.1 Sharing Ratio
The profits and losses of the LLP
shall be shared by the Partners in the following ratio:
6.2 Distribution of Profits
Profits shall be distributed at the
end of each financial year or at such times as the Partners may agree. Losses
shall be borne in proportion to the respective profit-sharing ratio unless
otherwise decided.
7. RIGHTS AND DUTIES OF PARTNERS
7.1 Management of the LLP
The LLP shall be managed by the
Partners, and each Partner shall have the authority to make decisions regarding
the business, subject to the provisions of this Agreement. All significant
decisions shall require the mutual consent of the Partners.
7.2 Duties of the Partners
Each Partner shall:
8. MEETINGS AND DECISION MAKING
8.1 Partner Meetings
The Partners shall meet at least once
every quarter to discuss the affairs of the LLP. The notice of the meeting
shall be given at least 7 days in advance unless mutually waived.
8.2 Decision Making
All decisions affecting the LLP shall be
made by mutual agreement of the Partners. If a consensus cannot be reached, the
decision shall be made by a majority vote based on the Partners' respective
profit-sharing ratios.
9. ADMISSION OF NEW PARTNERS
New partners may be admitted to the
LLP by mutual consent of the existing Partners. The terms and conditions of
such admission, including the capital contribution and profit-sharing ratio of
the new partner, shall be agreed upon in writing.
10. RESIGNATION, RETIREMENT, OR EXPULSION OF PARTNERS
10.1 Resignation
A Partner may resign from the LLP by
providing [Number] days’ written notice to the other Partners. The remaining
Partners shall determine the terms of withdrawal, including the repayment of
the resigning Partner’s capital contribution and share of profits.
10.2 Retirement
A Partner may retire from the LLP upon
reaching the age of [Retirement Age], or earlier by mutual consent. The
retiring Partner’s capital and share of profits shall be settled in accordance
with the terms agreed upon by the Partners.
10.3 Expulsion of Partner
A Partner may be expelled from the LLP
for just cause, including gross misconduct, breach of this Agreement, or
actions detrimental to the LLP. The decision to expel a Partner shall be made
by mutual consent of the remaining Partners.
11. DISSOLUTION OF THE LLP
11.1 Voluntary Dissolution
The LLP may be dissolved by mutual
consent of all Partners or in accordance with the provisions of the LLP Act,
2008.
11.2 Distribution of Assets
Upon dissolution, the assets of the
LLP shall be liquidated, and the proceeds shall be applied in the following
order:
1.
Payment of LLP liabilities and
obligations.
2.
Return of capital contributions to the
Partners.
3.
Distribution of any remaining assets
in proportion to the Partners' profit-sharing ratios.
12. INDEMNITY
Each Partner shall indemnify the LLP
and the other Partners for any losses, liabilities, or damages incurred as a
result of their negligence, breach of duty, or misconduct.
13. DISPUTE RESOLUTION
In the event of any dispute arising
out of or in connection with this Agreement, the Partners shall first attempt
to resolve the matter amicably. If the dispute cannot be resolved within 30
days, it shall be referred to arbitration in accordance with the Arbitration
and Conciliation Act, 1996.
14. GOVERNING LAW
This Agreement shall be governed by
and construed in accordance with the laws of India. The courts at [City] shall
have exclusive jurisdiction over any disputes arising under this Agreement.
15. AMENDMENTS
This Agreement may be amended only by
a written instrument signed by all the Partners. Any amendment shall be made in
accordance with the provisions of the LLP Act, 2008.
16. MISCELLANEOUS
16.1 Entire Agreement
This Agreement constitutes the entire
understanding between the Partners regarding the LLP and supersedes any prior
agreements or understandings.
16.2 Severability
If any provision of this Agreement is
found to be invalid or unenforceable, the remainder of the Agreement shall
remain in full force and effect.
16.3 Notices
Any notice required to be given under
this Agreement shall be in writing and sent to the registered address of the
relevant Partner.
IN WITNESS WHEREOF, the Partners have executed this Limited Liability Partnership Agreement
on the day and year first above written.
First Partner
(Signature) _______________
Second Partner
(Signature) _______________
Witness 1
(Name and Signature) _______________
Witness 2
(Name and Signature) _______________