LIMITED LIABILITY PARTNERSHIP AGREEMENT
(As per Section 23(4) of LLP Act, 2008)
This Agreement of Limited Liability Partnership made at ________ on this ________
BETWEEN
________
of the following address:
________
AND
________
of the following address:
________
(referred to herein as "Partners" or individually as "Partner")
WHEREAS:
A. The Partners intend to work together as partners to carry on the business of:
________
B. The Partners desire to enter into this Agreement to form a Limited Liability Partnership under the Limited Liability Partnership Act, 2008 and to regulate their relationship and reduce the terms and conditions governing the LLP and other matters related thereto into writing.
C. This Agreement sets out the terms and conditions that govern the relationship between the Partners, and the Partners each respectively agree to be bound by the terms of this Agreement.
(1) DEFINITIONS
In this Agreement, the following definitions apply:
"Act" means the Limited Liability Partnership Act, 2008 including any amendments or re-enactments thereto.
"Agreement" means this Limited liability partnership agreement.
"Annual Report" in respect of a particular financial year refers to the annual report of the LLP, created in accordance with the "LLP Annual Report" clause of this Agreement.
"Capital Account" in relation to a Partner means an individual capital account into which that Partner's initial Capital Contribution, and any additional Capital Contributions made by that Partner, are credited.
"Capital Contribution" refers to the initial contribution of capital, whether in cash, property, goods, or services, that each Partner respectively provides to the LLP.
"Designated Partner" is Partner as defined u/s 7 of the Limited Liability Partnership Act, 2008.
"Dissolution Distribution" means the manner in which any assets or liabilities of the LLP are distributed between the Partners upon dissolution of the LLP, as described in the "Dissolution" clause of this Agreement.
"LLP" refers to the limited liability partnership which is created under this Agreement.
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in India, pursuant to the GST Law.
"GST Law" means the Goods and Services Act, 2017.
"Partner" refers individually to each of the partners named in this Agreement and those admitted to the LLP with the mutual consent of the Designated Partners and include the Designated Partners.
"Profit and Loss Distribution" means the method by which profits, and losses of the LLP are distributed between the Partners, as described in the "Profit and Loss" clause of this Agreement.
"Rules" shall mean the Limited Liability Partnership Rules, 2009.
The provisions of the first schedule of the Act will not be applicable to the LLP so far as they are not inconsistent with any of the clauses of the agreement.
(2) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) Words referring to a person or persons include companies, firms, corporations, organisations and vice versa.
(d) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(e) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(f) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(g) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(h) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented, or novated from time to time.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
(3) NAME AND OFFICE OF LLP
(a) A Limited Liability Partnership shall be carried on in the name and style of ________ LLP (herein referred to as "LLP"). The LLP shall have its Registered Office at the following address:
________
and / or at such other place or places, as shall be agreed to by the majority of the Partners from time to time.
(b) The LLP will operate from such location(s) as the Partners determine from time to time.
(4) BUSINESS
The business of the LLP shall be:
________
and other ancillary business more particularly described in the Schedule I annexed herewith or any other business in any other manner as may be decided by majority of Partners.
(5) DESIGNATED PARTNERS
(a) All the Parties to this Agreement shall be the Partners on the incorporation of the LLP. The following shall be the Designated Partners on the incorporation of the LLP:
(I) ________
(II) ________
(b) The majority of partners of the LLP may appoint, from time to time, any one or more members to be the Designated Partners of LLP, such that the minimum number of Designated Partners does not, at any time, falls below two.
(c) The LLP may from time to time increase or reduce the number of Designated Partners, with the approval of all Partners, within the limits fixed in this behalf by this Agreement and the LLP Act, 2008.
(d) Any Designated Partner may resign from the LLP by giving the following notice: ________ to the LLP. The vacant position caused due to resignation of such Designated Partner shall be filled in with the approval of majority of the partners of LLP within a period of 30 days from the date of resignation such that the number of Designated Partners shall always be more than 2.
(e) Any Designated Partner can be expelled by a majority of Partners by assigning the reason for removal of Designated Partner. A Designated Partner may be expelled by giving a notice of thirty (30) days with the approval of majority of Partners, after giving an opportunity to such Designated Partner, to be heard.
(f) The vacant position caused due to removal of such Designated Partner shall be filled in with the approval of all partners of LLP within a period of 30 days from the date of removal such that the number of Designated Partners shall always be more than 2.
(6) POWERS OF DESIGNATED PARTNERS
(a) The business of the LLP shall be managed jointly by the Designated Partners, who may exercise all such powers of the LLP and do all such acts and things as are not, by the Act, or this Agreement, required to be exercised only by the Partners of LLP.
(b) Provided that the Designated Partners shall not except with the consent of the majority of the Partners:-
i. sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the LLP, or where the LLP owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking;
ii. remit or give time for the repayment of any debt by a Designated Partner;
iii. invest, otherwise than in trust securities, the amount of compensation received by the LLP in respect of the compulsory acquisition of any such undertaking as is referred to in Clause (a) or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time;
iv. contribute to Charitable and other funds not directly relating to the business of the LLP or the welfare of its employees any amounts, the aggregate of which will in any financial year exceed Rs.________ only (________).
(c). Subject to the restrictions on the Designated Partners, provided by the above clause, the Designated Partners shall have the following powers:
i. To pay the costs, charges, and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the LLP.
ii. To purchase or otherwise acquire for the LLP any property, rights, privileges which the LLP is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they think fit, and in any such purchases or other acquisition to accept such title as the Designated Partners may believe or may be advised to be reasonably satisfactory.
iii. To pay for any property, rights, or privileges acquired or services rendered in the LLP either wholly or partially, in cash or bonds, mortgages, or other securities.
iv. To secure the fulfillment of any contracts or engagements entered into by LLP by mortgage of all or any of the property of the Company and its unpaid contribution for the time being or in such manner as they may think fit.
v. To institute, conduct, defend, compound, or abandon any legal proceedings by or against the LLP or its officers or otherwise payment or satisfaction of any debts due, and of any claims or demands by or against the LLP, and to refer any differences to arbitration, and observe and perform any awards made thereon.
vi. To act on behalf of the LLP in all matters relating to bankruptcy and insolvency.
vii. To make and give receipts, releases, and other discharges for moneys payable to the LLP, and for the claims and demands of the LLP.
viii. To invest, deposit and deal with any moneys of the LLP not immediately required for the purpose thereof, upon such security, or without security and in such manner as they may think fit, and from time to time to vary or realise such investments.
ix. To execute in the name and on behalf of the LLP in favour of any Designated Partner or other person who may incur or be about to incur any personal liability whether as principal or surety: for the benefit of the LLP such mortgages of the LLP's property (present and future) as may be determined by a majority vote of the Partners; and any such mortgage may contain a power of sale, and such other powers, provisions, covenants and agreements as shall be agreed upon.
x. To determine from time to time who shall be entitled to sign, on LLP's behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts, and documents and to give necessary authority for such a purpose.
xi. To distribute by way of bonus amongst the staff of the LLP a share in the profits of the LLP, and to give to any officer or other person employed by the LLP a commission on the profits of any particular business or transaction and to charge such bonus or commission as part of the working expenses of the LLP.
xii. To provide for the welfare of Partners or Ex-Partners or employees or ex-employees of the LLP and their wives, widows and families or the dependent's or connections of such persons by building or contributing to the building of houses, dwellings or chaw or by grants of moneys, pensions, gratuities, allowances, bonus or other payments; or by creating and from time to time subscribing or contributing to provident and other associations, institutions or funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the majority of Designated Partners shall think fit.
xiii. To subscribe or contribute or otherwise to assist or to guarantee money to any charitable, benevolent religious, scientific, national, or other institutions or objects which shall have any moral or other claim to support or aid by the LLP either by reason of locality of operation, or of public and general utility or otherwise.
xiv. To appoint, and at their discretion remove or suspend such general managers, secretaries, assistants, supervisors, clerks, agents and servants for permanent, temporary or special services as they may from time to time think it, and to determine their powers and duties and fix their salaries, or emoluments or remuneration, and to require security in such instances and to such amount as they may think fit. And also, from time to time to provide for the management and transaction of the affairs of the LLP in any specified locality in India or elsewhere in such manner as they think fit.
xv. To comply with the requirements of any local law which in their opinion shall in the interest of the LLP be necessary or expedient to comply with.
xvi. At any time and from time to time by Power of Attorney under the Seal of the LLP, to appoint any person or persons to be the Attorney or Attorneys of the LLP, for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the Designated Partners under these presents and excluding the power to make Loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit, and any such appointment may (if the Majority of Designated Partners thinks fit) be made in favour of the Members of any local board, established as aforesaid or in favour of any LLP or the partners, directors, nominees or managers of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly, or indirectly by the majority of Designated Partners and any such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such Attorneys as the majority of Designated Partners may think fit, and may contain Powers enabling any such delegates or Attorneys as aforesaid to sub-delegate all or any of the Powers, authorities and discretions for the time-being vested in them.
xvii. For or in relation to any of the matters aforesaid or otherwise for the purposes of the LLP to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the LLP as they may consider expedient.
xviii. From time to time make, vary, or repeal byelaws for the regulation of the business of the LLP, its officers, and servants.
xix. The Designated Partners may formulate, create, institute, or set up such schemes, trusts, plans or proposals as they may deem lit for the purpose of providing incentive to the officers, employees, and workers of the LLP.
xx. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for moneys paid by the LLP, shall be signed, drawn, accepted, or otherwise executed as (the case may be, in such manner as the Designated Partners shall from time to time by resolution determine.
(d) All the Designated Partners may, from time to time entrust and confer upon a single Designated Partner for the time being, such of the powers exercisable upon such terms and conditions and with such restrictions as they may think fit either collaterally with or to the exclusion of and in substitution for all or any of their own powers and from time to time revoke, withdraw, alter or vary all or any of such powers.
(e) The Designated Partners shall be responsible for the doing of all acts, matters and things as are required to be done by the LLP 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.
(f) The Designated Partners shall be responsible for the doing of all acts arising out of this agreement.
(7). REMUNERATION OF DESIGNATED PARTNERS
The LLP shall pay such remuneration to each of the Designated Partners as may be decided by the majority of the Partners, for rendering his services as such.
(8) CAPITAL CONTRIBUTIONS
(a) The Contribution of a Partner may be tangible, intangible, moveable or immoveable property. Each of the Partners has contributed to the capital of the LLP, in cash, property, goods or services in agreed upon value, as follows (the "Capital Contribution"):
(I) ________ -- Rs. ________ (________)
(II) ________ -- Rs. ________ (________)
(b) All contributions will be submitted fully and on time, no later than ________.
(c) All capital contributions are final unless all partners give written consent of withdrawal. The contribution brought in by each of the partners may be withdrawn, partly or fully, with the consent of all the partners. Such withdrawal of contribution shall be followed by a suitable modification of the LLP Agreement with the consent of all the partners.
(9) ADDITIONAL CAPITAL
(a) Subject to approval of all the Partners, the LLP may call for bringing in additional amount of contribution from the existing partners in their profit-sharing ratio, for meeting operational needs, working capital requirements and any other requirements. Any further contributions, if required by the LLP, shall be brought by the Partners in such ratio as may be decided with the consent of all the Partners from time to time. Whenever additional capital is determined to be required, the same shall be provided by all the Partners pursuant to mutual agreement and on mutually agreed terms. When an individual Partner is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by LLP business obligations, remaining Partners may contribute in proportion to their existing capital contributions to resolve the amount in default. In such a case, the allocation of profits or losses among all the Partners will be adjusted to reflect the aggregate change in capital contributions by the Partners.
(b) Any advance of money to the LLP by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as additional capital contribution will be deemed a debt owed by the LLP and not an increase in capital contribution of the Partner. This liability will be repaid with interest at rates and times to be determined by a majority of the Partners within the limits of what is required or permitted under applicable laws. This liability will not entitle the lending Partner to any increased share of the LLP's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority of the Partners. The interest so paid or payable shall be treated as a common item of business expenditure of LLP while dividing the net profits or losses among the Partners.
(10) COMMON SEAL
The Partners shall provide a Common Seal for the purposes of the LLP and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Partners shall provide for the safe custody of the Seal for the time being and the Seal shall never be used except by the authority of all the Partners previously given.
(11) FINANCIAL DECISIONS
Decisions regarding the distribution of profits, allocation of losses, and the requirement for additional capital contributions as well as all other financial matters will be decided by a unanimous vote of the Partners.
(12) INTEREST AND AUTHORITY
(a) The Partners' ownership interest in the LLP will be as follows:
(I) ________ -- ________% (________ percent)
(II) ________ -- ________% (________ percent)
(13) PROFIT AND LOSS
(a) Subject to the other provisions of this Agreement, the net profits and losses of the LLP (as per the accounts maintained by the Partners and as per the profits ascertained after deduction of all direct and indirect expenses relating to the business(es) of the LLP including rent, salaries and other establishment expenses as well as interest on loans) for both accounting and tax purposes, will accrue to and be borne by the Partners in equal shares (the "Profit and Loss Distribution").
(b) The profits and losses will be accounted by a to be determined accountant for the LLP.
(c) The profits and losses will be distributed to the partners using the above Profit and Loss Distribution method weekly and will be paid on the Monday of each week.
(d) Each Partner will be responsible for their own taxes on any distribution made.
(e) The profit sharing ratio of the Partners may be altered subject to approval of all the partners of the LLP and alteration of the LLP Agreement to this effect and necessary compliance with all the requirements under the Act and Rules.
(14) VOTING
In any vote required by the LLP, the vote cast by each Partner will be assessed where each Partner receives one vote carrying equal weight.
(15) MEETINGS
(a). One or more meetings of the partners of the LLP may be held at any such time and at any such intervals as may be deemed fit by all the partners of the LLP.
(b). All the matters related to the LLP as mentioned in Schedule II to this Agreement shall be decided by a resolution passed by all the partners of the LLP.
(c). The meeting of the Partners may be called by giving ________ prior notice to all the Partners at their residential address or by Email provided by the individual Partners in writing to the LLP. In case any Partner is a foreign resident the meeting may be conducted by serving ________ prior notice through email. Provided that the meeting may be called at shorter notice, if the majority of the Partners agree in writing to the same either before or after the meeting.
(d) With the written consent of all the Partners, a meeting of the Partners may be conducted through Teleconferencing.
(e). Any partner holding not less than one-tenth of the paid-up value of contribution of the LLP, singly or jointly with one or more partners of the LLP, may make a requisition for convening and holding a meeting of the Partners of the LLP. Such requisition made by the Members must state the object or objects of the meeting proposed to be called and must be signed by the requisitionists and be deposited at the office; provided that such requisition may consist of several documents in like form each signed by one or more requisitionists.
(f). Upon the receipt of any such requisition, the Designated Partners shall forthwith call a meeting of the Partners of the LLP and if the Designated Partners do not proceed within 15 (fifteen) days from the date of the requisition being deposited at the Office to cause a meeting to be called; on a day not later than 30 (thirty) days from the date of deposit of the requistion, the requisitionists, or such of their number as represent either a majority in value of the contribution held by all of them or not less than one-tenth of such of the paid-up value of contribution of the LLP, whichever is less, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of deposit of the requisition as aforesaid.
(g) The meeting of Partners shall ordinarily be held at the registered office of the LLP or at any other place as per the convenience and agreement of Partners.
(h) A partner of the LLP, being a body corporate, shall be deemed to be present, if it is represented by any individual holding a valid letter of authority/ power of attorney/ resolution allowing such individual to represent the body corporate in the meetings of Partners of the LLP.
(i) A partner of the LLP may, by executing a power of attorney or a letter of authority, appoint any individual as his proxy to represent such Partner in his absence, at the meetings of Partners of the LLP. If such appointer is a corporation, such power of attorney/ letter of authority shall be under the common seal of such corporation. Such proxy appointed by a Partner may or may not be another partner of the LLP, and such proxy should be deposited at the registered office of the LLP at least 48 (forty-eight) hours before the time fixed for the meeting of Partners of the LLP.
(j) Partners present in person shall be a quorum for a Meeting of partners of the LLP. If, at the expiration of half an hour from the time appointed for holding a meeting of the LLP, a quorum shall not be present, the meeting if convened by or upon the requisition of Partners, shall stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day at such other time and place as the majority of Designated Partners may determine, and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the Partners present shall be a quorum, and may transact, the business for which the meeting was called.
(k) The majority of the partners may, at any time, elect any person amongst them as a Chairman to chair all or any of the meetings of the Partners of the LLP held after his appointment as a Chairman. If the majority of the partners of the LLP have not appointed any Chairman or if at any meeting, such Chairman shall not be present within fifteen minutes of the time appointed for holding such meeting then the Partners present shall elect one of their Partners to be the Chairman. No business shall be discussed at any Meeting of Partners except the election of a Chairman, whilst the chair is vacant.
(16) ACCOUNTING
(a) Accurate and complete books of account of the transactions of the LLP will be kept in accordance with Indian accepted accounting principles (GAAP) on cash basis or accrual basis and according to double entry system of accounting and at all reasonable times will be available and open to inspection and examination by any Partner. The books and records of the LLP will reflect all the LLP's transactions and will be appropriate and adequate for the business conducted by the LLP.
(b) The books of accounts of the LLP shall be kept for the reference of all the Partners at the Registered Office of the LLP.
(c) The accounts of the LLP shall be maintained on a mercantile basis.
(17) LLP ANNUAL REPORT
(a) The Partners must ensure that as soon as reasonably practicable after the end of each financial year during the Term of the LLP, the LLP prepares an annual report ("the Annual Report"), which may include:
(I) a statement of all information as will be necessary for the preparation of each Partner's income or other tax returns;
(II) a copy of any tax returns filed on behalf of the LLP for that financial year;
(III) supporting income statements;
(IV) a balance sheet;
(V) a cash flow statement;
(VI) a breakdown of the profit and loss attributable to each Partner; and
(VII) any additional information that one or more Partners may reasonably require.
(b) The specific contents of the Annual Report shall be discussed and mutually agreed between the Partners.
(c) The LLP must provide a copy of the Annual Report to each Partner.
(18) BANKING AND LLP FUNDS
The funds of the LLP will be placed in such investments and banking accounts as will be designated by the Partners. It is expressly agreed that the bank account of the LLP shall be opened with any Scheduled Bank / s as the Partners may mutually decide. All withdrawals from these bank accounts will be made by the duly authorised agent or agents of the Partners as agreed by unanimous vote of the Partners. LLP funds will be held in the name of the LLP and will not be commingled with those of any other person or entity.
(19) LLP FINANCIAL YEAR
The financial year of the LLP will end on March 31 each year. The first financial year shall be from the date of commencement of the LLP till 31st March of the subsequent year.
(20) AUDIT
(a) The Parties agree to appoint an independent accounting firm to serve as auditor of the LLP ("Auditor"). The internal audit of the LLP shall be executed as provided by generally accepted accounting standards and principles in India and in accordance with international standards.
(b) All accounts related to the LLP including contribution and distribution accounts will be audited weekly.
(c) Any of the Partners will have the right to request an audit of the LLP books. The LLP will bear the cost of the audit. The audit will be performed by an accounting firm acceptable to all the Partners.
(21) ADMITTING A NEW PARTNER
(a) A new Partner may be admitted to the LLP with a majority vote of the existing Partners.
(b) Any new Partner agrees to be bound by all the covenants, terms, and conditions of this Deed, inclusive of all current and future amendments. Further, a new Partner will execute such documents as are needed to affect the admission of the new Partner. Any new Partner will receive such business interest in the LLP as determined by a unanimous decision of the other Partners.
(22) TRANSFER OR ASSIGNMENT OF RIGHTS
In case any of the Partners of the LLP desires to transfer or assign his interest 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 profits of the LLP to any other person in the market by execution of an agreement/ deed in writing. Such transfer or assignment of share in the profits of the LLP shall be communicated to all the Partners within 30 days from the date of execution of the agreement/ deed, or the effective date of transfer/ assignment, whichever is earlier.
(23) VOLUNTARY WITHDRAWAL OF A PARTNER
(a) Any Partner will have the right to voluntarily withdraw from the LLP at any time by serving the following amount of written notice to the remaining Partners: ________.
(b) The voluntary withdrawal of a Partner will result in the dissolution of the LLP.
(c) A Dissociated Partner will only exercise the right to withdraw in good faith and will act to minimise any present or future harm done to the remaining Partners as a result of the withdrawal.
(24) INVOLUNTARY WITHDRAWAL OF A PARTNER
(a) Events resulting in the involuntary withdrawal of a Partner from the LLP will include but not be limited to: death of a Partner; Partner mental incapacity; Partner disability preventing reasonable participation in the LLP; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; Expulsion of a Partner; Operation of Law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the LLP into disrepute.
(b) The involuntary withdrawal of a Partner will result in the dissolution of the LLP.
(c) A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest in the LLP will only acquire that Partner's economic rights and interests and will not acquire any other rights of that Partner or be admitted as a Partner of the LLP or have the right to exercise any management or voting interests.
(25) DISSOCIATION OF PARTNER
(a) Where the dissociation of a Partner for any reason results in the dissolution of the LLP, then the LLP will proceed in a reasonable and timely manner to dissolve the LLP, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Deed.
(b) The remaining Partners retain the right to seek damages from a Dissociated Partner where the dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the Dissociated Partner had breached their fiduciary duty to the LLP or was in breach of this Deed or had acted in a way that could reasonably be foreseen to bring harm or damage to the LLP or the reputation of the LLP.
(26) DISSOLUTION
(a) Except as otherwise provided in this Deed, the LLP may be dissolved only with a majority vote of all the Partners.
(b) In the event of the dissolution of the LLP, each Partner will share in any remaining assets or liabilities of the LLP equally (the "Dissolution Distribution").
(c) Upon dissolution of the LLP and liquidation of LLP property, and after payment of all selling costs and expenses, the liquidator will distribute the LLP assets to the following groups according to the following order of priority:
(I) In satisfaction of liabilities to creditors except LLP obligations to current Partners;
(II) In satisfaction of LLP debt obligations to current Partners; and then
(III) To the Partners according to the Dissolution Distribution described above.
(d) The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of LLP assets after liabilities or any insufficiency in LLP assets in resolving liabilities under this section will be shared by the Partners according to the Dissolution Distribution described above.
(27) VALUATION OF INTEREST
(a) In the absence of a written agreement setting a value, the value of the LLP will be based on the fair market value appraisal of all LLP assets (less liabilities) determined in accordance with generally accepted accounting principles (GAAP). This appraisal will be conducted by an independent accounting firm agreed to by all Partners. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing Partner's interest will be based on that Partner's proportion of the Dissolution Distribution described above, less any outstanding liabilities the withdrawing Partner may have to the LLP. The intent of this section is to ensure the survival of the LLP despite the withdrawal of any individual Partner.
(b) No allowance will be made for goodwill, trade name, patents, or other intangible assets, except where those assets have been reflected on the LLP books immediately prior to valuation.
(28) BORROWINGS
Loans from banks, financial institutions, financing companies or third parties, for the financial requirements of the LLP, over and above the contributions made by the Partners, shall be obtained only after obtaining written approval of majority of the existing Partners.
(29) TITLE TO LLP PROPERTY
Title to all LLP property will remain in the name of the LLP. No Partner or group of Partners will have any ownership interest in such LLP property in whole or in part.
(30) FORCE MAJEURE
A Partner will be free of liability to the LLP where the Partner is prevented from executing their obligations under this Deed in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.
(31) DUTIES OF PARTNERS
(a) No Partner will engage in any business, venture, or transaction, whether directly or indirectly, that might be competitive with the business of the LLP or that would be in direct conflict of interest to the LLP without the unanimous written consent of the remaining Partners.
(b) Each Partner hereby acknowledges and agrees that any and all business, ventures, or transactions with any appearance of conflict of interest must be fully disclosed to all other Partners.
(c) Each Partner hereby acknowledges and agrees that a failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.
(d) Each Partner hereby agrees to be candid and faithful to all other Partners and to provide all other Partners with all relevant information that relates to the LLP.
(e) Each Partner hereby agrees to provide all other Partners with all necessary assistance in carrying on the LLP's business, for the mutual benefit of all Partners.
(f) Each Partner must account to the LLP for any benefit derived by that Partner without the consent of the other Partners from any transaction concerning the LLP or any use by that Partner of the LLP property, name, or business connection. This duty continues to apply to any transactions undertaken after the LLP has been dissolved but before the affairs of the LLP have been completely wound up by the surviving Partner or Partners or their Agent or Agents.
(g) Each Partner will devote such time and attention to the business of the LLP as the majority of the Partners will from time to time reasonably determine for the conduct of the LLP business.
(h) Each Partner must at all times punctually pay when due and discharge all of his or her own private debts.
(i) In the event that a Partner receives money on behalf of the LLP, that Partner must immediately deposit such money with the LLP (for example, into the LLP's nominated bank account, investment account or such other account as is nominated by the LLP).
(j) Each Partner hereby indemnifies and keeps indemnified each other Partner in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this clause.
(32) PROHIBITED ACTS
(a) No Partner may do any act in contravention of this Deed.
(b) No Partner may permit, intentionally or unintentionally, the assignment of express, implied, or apparent authority to a third party that is not a Partner in the LLP.
(c) No Partner may mortgage, assign, encumber or charge that Partner's interest in the LLP (or in any property, assets, or business of the LLP) without the prior written consent of the other Partners.
(d) No Partner may do any act that would make it impossible to carry on the ordinary business of the LLP.
(e) No Partner may confess a judgment against the LLP.
(f) No Partner may disclose to any person, or use in any way, any confidential information of the LLP or of the business of the LLP, except for in the course of conducting the business of the LLP.
(g) No Partner will have the right or authority to bind or obligate the LLP to any extent with regard to any matter outside of the intended purpose of the LLP.
(h) No Partner may appoint or dismiss any employees, contractors, or agents except with the prior written consent of the other Partners.
(i) No Partner may lend any of the LLP's money, or provide credit on behalf of the LLP, without the prior written consent of the other Partners.
(j) No Partner may give any security or promise for the payment of money by the LLP, except in the ordinary course of the LLP business or with the prior written consent of the other Partners.
(k) Any violation of the above Prohibited Acts will be deemed an involuntary withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.
(l) The Partners each hereby indemnify each other, and keep each other indemnified, in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Prohibited Acts" clause.
(33) INDEMNIFICATION
The 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 or officers, as applicable in the ordinary and proper conduct of the business of the Limited Liability Partnership except for the gross negligence or willful misconduct of the Partner or officer seeking indemnification.
(34) LIABILITY
A Partner will not be liable to the LLP, or to any other Partner, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Deed or the LLP.
(35) LIABILITY INSURANCE
(a) The LLP may acquire insurance on behalf of any Partner, employee, agent, or other person engaged in the business interest of the LLP against any liability asserted against them or incurred by them while acting in good faith on behalf of the LLP. This may include but is not limited to:
(I) Professional liability insurance; and
(II) Public liability insurance; and
(III) Workers' compensation insurance.
(36) WINDING UP
The LLP can be wound up with the consent of all the Partners subject to the provisions of Limited Liability Partnership Act, 2008.
(37) WAIVER
(a) The waiver by either Party of any right or remedy in relation to a breach, default, delay or omission by the other Party of any provision or provisions of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions of this Agreement.
(b) The failure or delay by either Party in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy, nor will it prevent or impair that Party from subsequently exercising that right or remedy.
(c) Any rights or remedies provided in this Agreement are cumulative and are in addition to any rights or remedies provided by law.
(38) CURRENCY
Any amounts of money described in this Agreement are in Indian Rupees unless specifically stated otherwise.
(39) 28885 888 55855855 582
822 5225228 22 22222 528858825 82 2588 825222222 552 828858882 22 22258 525 52588828 555 (82 5228885882) 528288 822882885882 825225 225258882.
(40) MISCELLANEOUS
(a) This Agreement may be executed in counterparts.
(b) This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.
(c) This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and representatives.
(d) Notwithstanding anything said or provided herein, the Partners shall have full discretion to modify, alter, or vary the terms and conditions of this LLP Agreement, subject to the provisions of the Limited Liability Partnership Act, 2008, in any manner whatsoever as they may deem fit by mutual agreement which shall be reduced to writing and be signed by all the Partners and thereupon and the said writing shall become part of this LLP Agreement.
(e) 888 22 252 582528, 52225828, 525 82222828 25288525 82 2588 825222222 8888 82 8525852882 525 8888 222 82 258858882 22 522 22525 8585 582528, 52225828, 525 82222828 5882825 82 858.
(f) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail to the address of the relevant Party set out at the head of this Agreement. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first-class mail), or 7 working days after the date of posting (in the case of air mail). In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be.
(41) 555588852558
52 522 252888822 22 2588 825222222 85588 225 522 525822 82 5285 22 82 8285885, 8882258, 25 5222225825882 82 522 5282282, 8585 8285885822, 8882258822, 25 5222225825888822 85588 222 522282 522 22525 252888822 2525222, 525 2588 825222222 85588 82 822825525 58 82 8585 8285885, 8882258 25 5222225825882 252888822 555 22825 8222 822258225 525282. 822 8285885 25 5222225825882 252888822 22 2588 825222222 85588 82 52285825 8825 5 252888822 2552 88 85885, 22225825882, 525 2282 225582 28828 222282 22 252 25828258 822222 22 252 8285885 / 5222225825882 252888822.
(42) AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by all the Partners.
(43) DISPUTE RESOLUTION
Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
(a) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
(44) ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
(45) NOTICES
(a) Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent to the address specified in the title clause to this Agreement.
(b) Either Party may change its address for notification purposes by giving the other Party 10 (ten) days' notice of the new address and the date upon which it will become effective.
(46) GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
EXECUTED AS AN AGREEMENT this ________.
Signed by ________:
_____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
_____________________________
Witness Address
Signed by ________:
_____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
_____________________________
Witness Address
LIMITED LIABILITY PARTNERSHIP AGREEMENT
(As per Section 23(4) of LLP Act, 2008)
This Agreement of Limited Liability Partnership made at ________ on this ________
BETWEEN
________
of the following address:
________
AND
________
of the following address:
________
(referred to herein as "Partners" or individually as "Partner")
WHEREAS:
A. The Partners intend to work together as partners to carry on the business of:
________
B. The Partners desire to enter into this Agreement to form a Limited Liability Partnership under the Limited Liability Partnership Act, 2008 and to regulate their relationship and reduce the terms and conditions governing the LLP and other matters related thereto into writing.
C. This Agreement sets out the terms and conditions that govern the relationship between the Partners, and the Partners each respectively agree to be bound by the terms of this Agreement.
(1) DEFINITIONS
In this Agreement, the following definitions apply:
"Act" means the Limited Liability Partnership Act, 2008 including any amendments or re-enactments thereto.
"Agreement" means this Limited liability partnership agreement.
"Annual Report" in respect of a particular financial year refers to the annual report of the LLP, created in accordance with the "LLP Annual Report" clause of this Agreement.
"Capital Account" in relation to a Partner means an individual capital account into which that Partner's initial Capital Contribution, and any additional Capital Contributions made by that Partner, are credited.
"Capital Contribution" refers to the initial contribution of capital, whether in cash, property, goods, or services, that each Partner respectively provides to the LLP.
"Designated Partner" is Partner as defined u/s 7 of the Limited Liability Partnership Act, 2008.
"Dissolution Distribution" means the manner in which any assets or liabilities of the LLP are distributed between the Partners upon dissolution of the LLP, as described in the "Dissolution" clause of this Agreement.
"LLP" refers to the limited liability partnership which is created under this Agreement.
"Goods and Services Tax" means Goods and Services Tax imposed on a supply of goods or services in India, pursuant to the GST Law.
"GST Law" means the Goods and Services Act, 2017.
"Partner" refers individually to each of the partners named in this Agreement and those admitted to the LLP with the mutual consent of the Designated Partners and include the Designated Partners.
"Profit and Loss Distribution" means the method by which profits, and losses of the LLP are distributed between the Partners, as described in the "Profit and Loss" clause of this Agreement.
"Rules" shall mean the Limited Liability Partnership Rules, 2009.
The provisions of the first schedule of the Act will not be applicable to the LLP so far as they are not inconsistent with any of the clauses of the agreement.
(2) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) Words referring to a person or persons include companies, firms, corporations, organisations and vice versa.
(d) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
(e) Headings and titles are included in this Agreement for convenience only and shall not affect the interpretation of this Agreement.
(f) Each Party must, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Agreement and the events contemplated by it.
(g) A reference to legislation or any part or provision of that legislation includes any subordinate legislation, any amended legislation, and any substituted legislation issued under that legislation.
(h) A reference to an agreement or document is a reference to that agreement or document as amended, replaced, supplemented, or novated from time to time.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
(3) NAME AND OFFICE OF LLP
(a) A Limited Liability Partnership shall be carried on in the name and style of ________ LLP (herein referred to as "LLP"). The LLP shall have its Registered Office at the following address:
________
and / or at such other place or places, as shall be agreed to by the majority of the Partners from time to time.
(b) The LLP will operate from such location(s) as the Partners determine from time to time.
(4) BUSINESS
The business of the LLP shall be:
________
and other ancillary business more particularly described in the Schedule I annexed herewith or any other business in any other manner as may be decided by majority of Partners.
(5) DESIGNATED PARTNERS
(a) All the Parties to this Agreement shall be the Partners on the incorporation of the LLP. The following shall be the Designated Partners on the incorporation of the LLP:
(I) ________
(II) ________
(b) The majority of partners of the LLP may appoint, from time to time, any one or more members to be the Designated Partners of LLP, such that the minimum number of Designated Partners does not, at any time, falls below two.
(c) The LLP may from time to time increase or reduce the number of Designated Partners, with the approval of all Partners, within the limits fixed in this behalf by this Agreement and the LLP Act, 2008.
(d) Any Designated Partner may resign from the LLP by giving the following notice: ________ to the LLP. The vacant position caused due to resignation of such Designated Partner shall be filled in with the approval of majority of the partners of LLP within a period of 30 days from the date of resignation such that the number of Designated Partners shall always be more than 2.
(e) Any Designated Partner can be expelled by a majority of Partners by assigning the reason for removal of Designated Partner. A Designated Partner may be expelled by giving a notice of thirty (30) days with the approval of majority of Partners, after giving an opportunity to such Designated Partner, to be heard.
(f) The vacant position caused due to removal of such Designated Partner shall be filled in with the approval of all partners of LLP within a period of 30 days from the date of removal such that the number of Designated Partners shall always be more than 2.
(6) POWERS OF DESIGNATED PARTNERS
(a) The business of the LLP shall be managed jointly by the Designated Partners, who may exercise all such powers of the LLP and do all such acts and things as are not, by the Act, or this Agreement, required to be exercised only by the Partners of LLP.
(b) Provided that the Designated Partners shall not except with the consent of the majority of the Partners:-
i. sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the LLP, or where the LLP owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking;
ii. remit or give time for the repayment of any debt by a Designated Partner;
iii. invest, otherwise than in trust securities, the amount of compensation received by the LLP in respect of the compulsory acquisition of any such undertaking as is referred to in Clause (a) or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time;
iv. contribute to Charitable and other funds not directly relating to the business of the LLP or the welfare of its employees any amounts, the aggregate of which will in any financial year exceed Rs.________ only (________).
(c). Subject to the restrictions on the Designated Partners, provided by the above clause, the Designated Partners shall have the following powers:
i. To pay the costs, charges, and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the LLP.
ii. To purchase or otherwise acquire for the LLP any property, rights, privileges which the LLP is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they think fit, and in any such purchases or other acquisition to accept such title as the Designated Partners may believe or may be advised to be reasonably satisfactory.
iii. To pay for any property, rights, or privileges acquired or services rendered in the LLP either wholly or partially, in cash or bonds, mortgages, or other securities.
iv. To secure the fulfillment of any contracts or engagements entered into by LLP by mortgage of all or any of the property of the Company and its unpaid contribution for the time being or in such manner as they may think fit.
v. To institute, conduct, defend, compound, or abandon any legal proceedings by or against the LLP or its officers or otherwise payment or satisfaction of any debts due, and of any claims or demands by or against the LLP, and to refer any differences to arbitration, and observe and perform any awards made thereon.
vi. To act on behalf of the LLP in all matters relating to bankruptcy and insolvency.
vii. To make and give receipts, releases, and other discharges for moneys payable to the LLP, and for the claims and demands of the LLP.
viii. To invest, deposit and deal with any moneys of the LLP not immediately required for the purpose thereof, upon such security, or without security and in such manner as they may think fit, and from time to time to vary or realise such investments.
ix. To execute in the name and on behalf of the LLP in favour of any Designated Partner or other person who may incur or be about to incur any personal liability whether as principal or surety: for the benefit of the LLP such mortgages of the LLP's property (present and future) as may be determined by a majority vote of the Partners; and any such mortgage may contain a power of sale, and such other powers, provisions, covenants and agreements as shall be agreed upon.
x. To determine from time to time who shall be entitled to sign, on LLP's behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts, and documents and to give necessary authority for such a purpose.
xi. To distribute by way of bonus amongst the staff of the LLP a share in the profits of the LLP, and to give to any officer or other person employed by the LLP a commission on the profits of any particular business or transaction and to charge such bonus or commission as part of the working expenses of the LLP.
xii. To provide for the welfare of Partners or Ex-Partners or employees or ex-employees of the LLP and their wives, widows and families or the dependent's or connections of such persons by building or contributing to the building of houses, dwellings or chaw or by grants of moneys, pensions, gratuities, allowances, bonus or other payments; or by creating and from time to time subscribing or contributing to provident and other associations, institutions or funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the majority of Designated Partners shall think fit.
xiii. To subscribe or contribute or otherwise to assist or to guarantee money to any charitable, benevolent religious, scientific, national, or other institutions or objects which shall have any moral or other claim to support or aid by the LLP either by reason of locality of operation, or of public and general utility or otherwise.
xiv. To appoint, and at their discretion remove or suspend such general managers, secretaries, assistants, supervisors, clerks, agents and servants for permanent, temporary or special services as they may from time to time think it, and to determine their powers and duties and fix their salaries, or emoluments or remuneration, and to require security in such instances and to such amount as they may think fit. And also, from time to time to provide for the management and transaction of the affairs of the LLP in any specified locality in India or elsewhere in such manner as they think fit.
xv. To comply with the requirements of any local law which in their opinion shall in the interest of the LLP be necessary or expedient to comply with.
xvi. At any time and from time to time by Power of Attorney under the Seal of the LLP, to appoint any person or persons to be the Attorney or Attorneys of the LLP, for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the Designated Partners under these presents and excluding the power to make Loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit, and any such appointment may (if the Majority of Designated Partners thinks fit) be made in favour of the Members of any local board, established as aforesaid or in favour of any LLP or the partners, directors, nominees or managers of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly, or indirectly by the majority of Designated Partners and any such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such Attorneys as the majority of Designated Partners may think fit, and may contain Powers enabling any such delegates or Attorneys as aforesaid to sub-delegate all or any of the Powers, authorities and discretions for the time-being vested in them.
xvii. For or in relation to any of the matters aforesaid or otherwise for the purposes of the LLP to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the LLP as they may consider expedient.
xviii. From time to time make, vary, or repeal byelaws for the regulation of the business of the LLP, its officers, and servants.
xix. The Designated Partners may formulate, create, institute, or set up such schemes, trusts, plans or proposals as they may deem lit for the purpose of providing incentive to the officers, employees, and workers of the LLP.
xx. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, and all receipts for moneys paid by the LLP, shall be signed, drawn, accepted, or otherwise executed as (the case may be, in such manner as the Designated Partners shall from time to time by resolution determine.
(d) All the Designated Partners may, from time to time entrust and confer upon a single Designated Partner for the time being, such of the powers exercisable upon such terms and conditions and with such restrictions as they may think fit either collaterally with or to the exclusion of and in substitution for all or any of their own powers and from time to time revoke, withdraw, alter or vary all or any of such powers.
(e) The Designated Partners shall be responsible for the doing of all acts, matters and things as are required to be done by the LLP 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.
(f) The Designated Partners shall be responsible for the doing of all acts arising out of this agreement.
(7). REMUNERATION OF DESIGNATED PARTNERS
The LLP shall pay such remuneration to each of the Designated Partners as may be decided by the majority of the Partners, for rendering his services as such.
(8) CAPITAL CONTRIBUTIONS
(a) The Contribution of a Partner may be tangible, intangible, moveable or immoveable property. Each of the Partners has contributed to the capital of the LLP, in cash, property, goods or services in agreed upon value, as follows (the "Capital Contribution"):
(I) ________ -- Rs. ________ (________)
(II) ________ -- Rs. ________ (________)
(b) All contributions will be submitted fully and on time, no later than ________.
(c) All capital contributions are final unless all partners give written consent of withdrawal. The contribution brought in by each of the partners may be withdrawn, partly or fully, with the consent of all the partners. Such withdrawal of contribution shall be followed by a suitable modification of the LLP Agreement with the consent of all the partners.
(9) ADDITIONAL CAPITAL
(a) Subject to approval of all the Partners, the LLP may call for bringing in additional amount of contribution from the existing partners in their profit-sharing ratio, for meeting operational needs, working capital requirements and any other requirements. Any further contributions, if required by the LLP, shall be brought by the Partners in such ratio as may be decided with the consent of all the Partners from time to time. Whenever additional capital is determined to be required, the same shall be provided by all the Partners pursuant to mutual agreement and on mutually agreed terms. When an individual Partner is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by LLP business obligations, remaining Partners may contribute in proportion to their existing capital contributions to resolve the amount in default. In such a case, the allocation of profits or losses among all the Partners will be adjusted to reflect the aggregate change in capital contributions by the Partners.
(b) Any advance of money to the LLP by any Partner in excess of the amounts provided for in this Agreement or subsequently agreed to as additional capital contribution will be deemed a debt owed by the LLP and not an increase in capital contribution of the Partner. This liability will be repaid with interest at rates and times to be determined by a majority of the Partners within the limits of what is required or permitted under applicable laws. This liability will not entitle the lending Partner to any increased share of the LLP's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Partners as may be determined by a majority of the Partners. The interest so paid or payable shall be treated as a common item of business expenditure of LLP while dividing the net profits or losses among the Partners.
(10) COMMON SEAL
The Partners shall provide a Common Seal for the purposes of the LLP and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Partners shall provide for the safe custody of the Seal for the time being and the Seal shall never be used except by the authority of all the Partners previously given.
(11) FINANCIAL DECISIONS
Decisions regarding the distribution of profits, allocation of losses, and the requirement for additional capital contributions as well as all other financial matters will be decided by a unanimous vote of the Partners.
(12) INTEREST AND AUTHORITY
(a) The Partners' ownership interest in the LLP will be as follows:
(I) ________ -- ________% (________ percent)
(II) ________ -- ________% (________ percent)
(13) PROFIT AND LOSS
(a) Subject to the other provisions of this Agreement, the net profits and losses of the LLP (as per the accounts maintained by the Partners and as per the profits ascertained after deduction of all direct and indirect expenses relating to the business(es) of the LLP including rent, salaries and other establishment expenses as well as interest on loans) for both accounting and tax purposes, will accrue to and be borne by the Partners in equal shares (the "Profit and Loss Distribution").
(b) The profits and losses will be accounted by a to be determined accountant for the LLP.
(c) The profits and losses will be distributed to the partners using the above Profit and Loss Distribution method weekly and will be paid on the Monday of each week.
(d) Each Partner will be responsible for their own taxes on any distribution made.
(e) The profit sharing ratio of the Partners may be altered subject to approval of all the partners of the LLP and alteration of the LLP Agreement to this effect and necessary compliance with all the requirements under the Act and Rules.
(14) VOTING
In any vote required by the LLP, the vote cast by each Partner will be assessed where each Partner receives one vote carrying equal weight.
(15) MEETINGS
(a). One or more meetings of the partners of the LLP may be held at any such time and at any such intervals as may be deemed fit by all the partners of the LLP.
(b). All the matters related to the LLP as mentioned in Schedule II to this Agreement shall be decided by a resolution passed by all the partners of the LLP.
(c). The meeting of the Partners may be called by giving ________ prior notice to all the Partners at their residential address or by Email provided by the individual Partners in writing to the LLP. In case any Partner is a foreign resident the meeting may be conducted by serving ________ prior notice through email. Provided that the meeting may be called at shorter notice, if the majority of the Partners agree in writing to the same either before or after the meeting.
(d) With the written consent of all the Partners, a meeting of the Partners may be conducted through Teleconferencing.
(e). Any partner holding not less than one-tenth of the paid-up value of contribution of the LLP, singly or jointly with one or more partners of the LLP, may make a requisition for convening and holding a meeting of the Partners of the LLP. Such requisition made by the Members must state the object or objects of the meeting proposed to be called and must be signed by the requisitionists and be deposited at the office; provided that such requisition may consist of several documents in like form each signed by one or more requisitionists.
(f). Upon the receipt of any such requisition, the Designated Partners shall forthwith call a meeting of the Partners of the LLP and if the Designated Partners do not proceed within 15 (fifteen) days from the date of the requisition being deposited at the Office to cause a meeting to be called; on a day not later than 30 (thirty) days from the date of deposit of the requistion, the requisitionists, or such of their number as represent either a majority in value of the contribution held by all of them or not less than one-tenth of such of the paid-up value of contribution of the LLP, whichever is less, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of deposit of the requisition as aforesaid.
(g) The meeting of Partners shall ordinarily be held at the registered office of the LLP or at any other place as per the convenience and agreement of Partners.
(h) A partner of the LLP, being a body corporate, shall be deemed to be present, if it is represented by any individual holding a valid letter of authority/ power of attorney/ resolution allowing such individual to represent the body corporate in the meetings of Partners of the LLP.
(i) A partner of the LLP may, by executing a power of attorney or a letter of authority, appoint any individual as his proxy to represent such Partner in his absence, at the meetings of Partners of the LLP. If such appointer is a corporation, such power of attorney/ letter of authority shall be under the common seal of such corporation. Such proxy appointed by a Partner may or may not be another partner of the LLP, and such proxy should be deposited at the registered office of the LLP at least 48 (forty-eight) hours before the time fixed for the meeting of Partners of the LLP.
(j) Partners present in person shall be a quorum for a Meeting of partners of the LLP. If, at the expiration of half an hour from the time appointed for holding a meeting of the LLP, a quorum shall not be present, the meeting if convened by or upon the requisition of Partners, shall stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day at such other time and place as the majority of Designated Partners may determine, and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the Partners present shall be a quorum, and may transact, the business for which the meeting was called.
(k) The majority of the partners may, at any time, elect any person amongst them as a Chairman to chair all or any of the meetings of the Partners of the LLP held after his appointment as a Chairman. If the majority of the partners of the LLP have not appointed any Chairman or if at any meeting, such Chairman shall not be present within fifteen minutes of the time appointed for holding such meeting then the Partners present shall elect one of their Partners to be the Chairman. No business shall be discussed at any Meeting of Partners except the election of a Chairman, whilst the chair is vacant.
(16) ACCOUNTING
(a) Accurate and complete books of account of the transactions of the LLP will be kept in accordance with Indian accepted accounting principles (GAAP) on cash basis or accrual basis and according to double entry system of accounting and at all reasonable times will be available and open to inspection and examination by any Partner. The books and records of the LLP will reflect all the LLP's transactions and will be appropriate and adequate for the business conducted by the LLP.
(b) The books of accounts of the LLP shall be kept for the reference of all the Partners at the Registered Office of the LLP.
(c) The accounts of the LLP shall be maintained on a mercantile basis.
(17) LLP ANNUAL REPORT
(a) The Partners must ensure that as soon as reasonably practicable after the end of each financial year during the Term of the LLP, the LLP prepares an annual report ("the Annual Report"), which may include:
(I) a statement of all information as will be necessary for the preparation of each Partner's income or other tax returns;
(II) a copy of any tax returns filed on behalf of the LLP for that financial year;
(III) supporting income statements;
(IV) a balance sheet;
(V) a cash flow statement;
(VI) a breakdown of the profit and loss attributable to each Partner; and
(VII) any additional information that one or more Partners may reasonably require.
(b) The specific contents of the Annual Report shall be discussed and mutually agreed between the Partners.
(c) The LLP must provide a copy of the Annual Report to each Partner.
(18) BANKING AND LLP FUNDS
The funds of the LLP will be placed in such investments and banking accounts as will be designated by the Partners. It is expressly agreed that the bank account of the LLP shall be opened with any Scheduled Bank / s as the Partners may mutually decide. All withdrawals from these bank accounts will be made by the duly authorised agent or agents of the Partners as agreed by unanimous vote of the Partners. LLP funds will be held in the name of the LLP and will not be commingled with those of any other person or entity.
(19) LLP FINANCIAL YEAR
The financial year of the LLP will end on March 31 each year. The first financial year shall be from the date of commencement of the LLP till 31st March of the subsequent year.
(20) AUDIT
(a) The Parties agree to appoint an independent accounting firm to serve as auditor of the LLP ("Auditor"). The internal audit of the LLP shall be executed as provided by generally accepted accounting standards and principles in India and in accordance with international standards.
(b) All accounts related to the LLP including contribution and distribution accounts will be audited weekly.
(c) Any of the Partners will have the right to request an audit of the LLP books. The LLP will bear the cost of the audit. The audit will be performed by an accounting firm acceptable to all the Partners.
(21) ADMITTING A NEW PARTNER
(a) A new Partner may be admitted to the LLP with a majority vote of the existing Partners.
(b) Any new Partner agrees to be bound by all the covenants, terms, and conditions of this Deed, inclusive of all current and future amendments. Further, a new Partner will execute such documents as are needed to affect the admission of the new Partner. Any new Partner will receive such business interest in the LLP as determined by a unanimous decision of the other Partners.
(22) TRANSFER OR ASSIGNMENT OF RIGHTS
In case any of the Partners of the LLP desires to transfer or assign his interest 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 profits of the LLP to any other person in the market by execution of an agreement/ deed in writing. Such transfer or assignment of share in the profits of the LLP shall be communicated to all the Partners within 30 days from the date of execution of the agreement/ deed, or the effective date of transfer/ assignment, whichever is earlier.
(23) VOLUNTARY WITHDRAWAL OF A PARTNER
(a) Any Partner will have the right to voluntarily withdraw from the LLP at any time by serving the following amount of written notice to the remaining Partners: ________.
(b) The voluntary withdrawal of a Partner will result in the dissolution of the LLP.
(c) A Dissociated Partner will only exercise the right to withdraw in good faith and will act to minimise any present or future harm done to the remaining Partners as a result of the withdrawal.
(24) INVOLUNTARY WITHDRAWAL OF A PARTNER
(a) Events resulting in the involuntary withdrawal of a Partner from the LLP will include but not be limited to: death of a Partner; Partner mental incapacity; Partner disability preventing reasonable participation in the LLP; Partner incompetence; breach of fiduciary duties by a Partner; criminal conviction of a Partner; Expulsion of a Partner; Operation of Law against a Partner; or any act or omission of a Partner that can reasonably be expected to bring the business or societal reputation of the LLP into disrepute.
(b) The involuntary withdrawal of a Partner will result in the dissolution of the LLP.
(c) A trustee in bankruptcy or similar third party who may acquire that Dissociated Partner's interest in the LLP will only acquire that Partner's economic rights and interests and will not acquire any other rights of that Partner or be admitted as a Partner of the LLP or have the right to exercise any management or voting interests.
(25) DISSOCIATION OF PARTNER
(a) Where the dissociation of a Partner for any reason results in the dissolution of the LLP, then the LLP will proceed in a reasonable and timely manner to dissolve the LLP, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Deed.
(b) The remaining Partners retain the right to seek damages from a Dissociated Partner where the dissociation resulted from a malicious or criminal act by the Dissociated Partner or where the Dissociated Partner had breached their fiduciary duty to the LLP or was in breach of this Deed or had acted in a way that could reasonably be foreseen to bring harm or damage to the LLP or the reputation of the LLP.
(26) DISSOLUTION
(a) Except as otherwise provided in this Deed, the LLP may be dissolved only with a majority vote of all the Partners.
(b) In the event of the dissolution of the LLP, each Partner will share in any remaining assets or liabilities of the LLP equally (the "Dissolution Distribution").
(c) Upon dissolution of the LLP and liquidation of LLP property, and after payment of all selling costs and expenses, the liquidator will distribute the LLP assets to the following groups according to the following order of priority:
(I) In satisfaction of liabilities to creditors except LLP obligations to current Partners;
(II) In satisfaction of LLP debt obligations to current Partners; and then
(III) To the Partners according to the Dissolution Distribution described above.
(d) The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of LLP assets after liabilities or any insufficiency in LLP assets in resolving liabilities under this section will be shared by the Partners according to the Dissolution Distribution described above.
(27) VALUATION OF INTEREST
(a) In the absence of a written agreement setting a value, the value of the LLP will be based on the fair market value appraisal of all LLP assets (less liabilities) determined in accordance with generally accepted accounting principles (GAAP). This appraisal will be conducted by an independent accounting firm agreed to by all Partners. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Partners. A withdrawing Partner's interest will be based on that Partner's proportion of the Dissolution Distribution described above, less any outstanding liabilities the withdrawing Partner may have to the LLP. The intent of this section is to ensure the survival of the LLP despite the withdrawal of any individual Partner.
(b) No allowance will be made for goodwill, trade name, patents, or other intangible assets, except where those assets have been reflected on the LLP books immediately prior to valuation.
(28) BORROWINGS
Loans from banks, financial institutions, financing companies or third parties, for the financial requirements of the LLP, over and above the contributions made by the Partners, shall be obtained only after obtaining written approval of majority of the existing Partners.
(29) TITLE TO LLP PROPERTY
Title to all LLP property will remain in the name of the LLP. No Partner or group of Partners will have any ownership interest in such LLP property in whole or in part.
(30) FORCE MAJEURE
A Partner will be free of liability to the LLP where the Partner is prevented from executing their obligations under this Deed in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.
(31) DUTIES OF PARTNERS
(a) No Partner will engage in any business, venture, or transaction, whether directly or indirectly, that might be competitive with the business of the LLP or that would be in direct conflict of interest to the LLP without the unanimous written consent of the remaining Partners.
(b) Each Partner hereby acknowledges and agrees that any and all business, ventures, or transactions with any appearance of conflict of interest must be fully disclosed to all other Partners.
(c) Each Partner hereby acknowledges and agrees that a failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.
(d) Each Partner hereby agrees to be candid and faithful to all other Partners and to provide all other Partners with all relevant information that relates to the LLP.
(e) Each Partner hereby agrees to provide all other Partners with all necessary assistance in carrying on the LLP's business, for the mutual benefit of all Partners.
(f) Each Partner must account to the LLP for any benefit derived by that Partner without the consent of the other Partners from any transaction concerning the LLP or any use by that Partner of the LLP property, name, or business connection. This duty continues to apply to any transactions undertaken after the LLP has been dissolved but before the affairs of the LLP have been completely wound up by the surviving Partner or Partners or their Agent or Agents.
(g) Each Partner will devote such time and attention to the business of the LLP as the majority of the Partners will from time to time reasonably determine for the conduct of the LLP business.
(h) Each Partner must at all times punctually pay when due and discharge all of his or her own private debts.
(i) In the event that a Partner receives money on behalf of the LLP, that Partner must immediately deposit such money with the LLP (for example, into the LLP's nominated bank account, investment account or such other account as is nominated by the LLP).
(j) Each Partner hereby indemnifies and keeps indemnified each other Partner in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this clause.
(32) PROHIBITED ACTS
(a) No Partner may do any act in contravention of this Deed.
(b) No Partner may permit, intentionally or unintentionally, the assignment of express, implied, or apparent authority to a third party that is not a Partner in the LLP.
(c) No Partner may mortgage, assign, encumber or charge that Partner's interest in the LLP (or in any property, assets, or business of the LLP) without the prior written consent of the other Partners.
(d) No Partner may do any act that would make it impossible to carry on the ordinary business of the LLP.
(e) No Partner may confess a judgment against the LLP.
(f) No Partner may disclose to any person, or use in any way, any confidential information of the LLP or of the business of the LLP, except for in the course of conducting the business of the LLP.
(g) No Partner will have the right or authority to bind or obligate the LLP to any extent with regard to any matter outside of the intended purpose of the LLP.
(h) No Partner may appoint or dismiss any employees, contractors, or agents except with the prior written consent of the other Partners.
(i) No Partner may lend any of the LLP's money, or provide credit on behalf of the LLP, without the prior written consent of the other Partners.
(j) No Partner may give any security or promise for the payment of money by the LLP, except in the ordinary course of the LLP business or with the prior written consent of the other Partners.
(k) Any violation of the above Prohibited Acts will be deemed an involuntary withdrawal of the offending Partner and may be treated accordingly by the remaining Partners.
(l) The Partners each hereby indemnify each other, and keep each other indemnified, in respect of any and all losses, damage, costs, expenses and liabilities which may arise from a breach of this "Prohibited Acts" clause.
(33) INDEMNIFICATION
The 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 or officers, as applicable in the ordinary and proper conduct of the business of the Limited Liability Partnership except for the gross negligence or willful misconduct of the Partner or officer seeking indemnification.
(34) LIABILITY
A Partner will not be liable to the LLP, or to any other Partner, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Deed or the LLP.
(35) LIABILITY INSURANCE
(a) The LLP may acquire insurance on behalf of any Partner, employee, agent, or other person engaged in the business interest of the LLP against any liability asserted against them or incurred by them while acting in good faith on behalf of the LLP. This may include but is not limited to:
(I) Professional liability insurance; and
(II) Public liability insurance; and
(III) Workers' compensation insurance.
(36) WINDING UP
The LLP can be wound up with the consent of all the Partners subject to the provisions of Limited Liability Partnership Act, 2008.
(37) WAIVER
(a) The waiver by either Party of any right or remedy in relation to a breach, default, delay or omission by the other Party of any provision or provisions of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provisions of this Agreement.
(b) The failure or delay by either Party in exercising any right or remedy under this Agreement will not constitute a waiver of that right or remedy, nor will it prevent or impair that Party from subsequently exercising that right or remedy.
(c) Any rights or remedies provided in this Agreement are cumulative and are in addition to any rights or remedies provided by law.
(38) CURRENCY
Any amounts of money described in this Agreement are in Indian Rupees unless specifically stated otherwise.
(39) 28885 888 55855855 582
822 5225228 22 22222 528858825 82 2588 825222222 552 828858882 22 22258 525 52588828 555 (82 5228885882) 528288 822882885882 825225 225258882.
(40) MISCELLANEOUS
(a) This Agreement may be executed in counterparts.
(b) This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties.
(c) This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Partner's successors, assigns, executors, administrators, beneficiaries, and representatives.
(d) Notwithstanding anything said or provided herein, the Partners shall have full discretion to modify, alter, or vary the terms and conditions of this LLP Agreement, subject to the provisions of the Limited Liability Partnership Act, 2008, in any manner whatsoever as they may deem fit by mutual agreement which shall be reduced to writing and be signed by all the Partners and thereupon and the said writing shall become part of this LLP Agreement.
(e) 888 22 252 582528, 52225828, 525 82222828 25288525 82 2588 825222222 8888 82 8525852882 525 8888 222 82 258858882 22 522 22525 8585 582528, 52225828, 525 82222828 5882825 82 858.
(f) Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail to the address of the relevant Party set out at the head of this Agreement. Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first-class mail), or 7 working days after the date of posting (in the case of air mail). In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be.
(41) 555588852558
52 522 252888822 22 2588 825222222 85588 225 522 525822 82 5285 22 82 8285885, 8882258, 25 5222225825882 82 522 5282282, 8585 8285885822, 8882258822, 25 5222225825888822 85588 222 522282 522 22525 252888822 2525222, 525 2588 825222222 85588 82 822825525 58 82 8585 8285885, 8882258 25 5222225825882 252888822 555 22825 8222 822258225 525282. 822 8285885 25 5222225825882 252888822 22 2588 825222222 85588 82 52285825 8825 5 252888822 2552 88 85885, 22225825882, 525 2282 225582 28828 222282 22 252 25828258 822222 22 252 8285885 / 5222225825882 252888822.
(42) AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by all the Partners.
(43) DISPUTE RESOLUTION
Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
(a) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
(44) ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
(45) NOTICES
(a) Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent to the address specified in the title clause to this Agreement.
(b) Either Party may change its address for notification purposes by giving the other Party 10 (ten) days' notice of the new address and the date upon which it will become effective.
(46) GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
EXECUTED AS AN AGREEMENT this ________.
Signed by ________:
_____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
_____________________________
Witness Address
Signed by ________:
_____________________________
________
In the presence of:
_____________________________
Witness Signature
_____________________________
Witness Name
_____________________________
_____________________________
Witness Address
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