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LLP Agreement

LLP Agreement means any written agreement between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to that limited liability partnership.

It is not necessary to enter into an LLP Agreement as per the LLP Act 2008. In absence of LLP Agreement, the mutual rights of Partners and in relation to LLP will be determined as per Schedule I of the LLP Act 2008.

Features of Standard clauses of Schedule I

  • All partners entitled to share equally in the Capital and Profits/losses.
  • Indemnity Clause
  • Every Partner shall take part in management
  • No partner shall be entitled to remuneration.
  • No partner introduced without consent of all partners.
  • All decisions with majority of partners consent
  • Minutes of decisions to be recorded within 30 days
  • Rendering of true accounts & information by all partners
  • All Disputes will be referred to Arbitration Act

Generally, every business and owners have their own way to manage to run the Business and therefore the standard clauses given in first schedule to LLP Act will not be practically acceptable in majority of the cases. Therefore to be on the secure side, it is always advisable to have a legally drafted agreement from qualified professionals.

Features can be inserted in agreement are :

  • Form & Manner of Contribution between parties
  • Profit & loss sharing ratio
  • Business to be carried on
  • Rights & Liabilities of Partner
  • Admission & cessation of partners.
  • Duties of partners
  • Partners accountable/authorized for banking process.
  • Specific decisions like Investment, taking/giving loan, disposition of property of LLP etc to be made by majority partners.
  • Requirement of disclosure of substantial interest of Partner in transactions to be entered by the LLP.
  • Manner of dispute resolution

In case of joint ventures & collaborations, it is always recommended to have clearly drafted LLP Agreement, which defines the rights & duties of all the parties to the Agreement, in order to avoid any dispute in future and smooth running of the business.

The LLP Agreement if executed is required to be registered with the Registrar of Companies. However if LLP agreement is executed before registration of LLP, the partners will have to ratify this agreement after incorporation of LLP and file with Registrar of Companies. LLP Agreement shall also be liable for stamp duty as per the Stamp Duty laws prescribed the related State Government, where the said agreement will be executed.

The LLP Agreement once entered into can be amended as per the terms and conditions mentioned in the Agreement and any change therein, must be intimated to the Registrar of Companies within 30 days of the change

The expert & experienced legal professionals of LLPonline.in can help you in drafting a clear LLP Agreement to meet all your business & personal needs. For further information click here.

Useful Links


LLP Act 2008
Limited Liabilty Partnership Rules 2009

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