Limited Liability Partnership (LLP) Agreement (India)
This document is a formal agreement used to establish and govern a Limited Liability Partnership (LLP) under the Indian LLP Act, 2008. It defines essential operational terms including capital contributions, profit-sharing ratios, the rights and duties of partners, and procedures for meetings and arbitration.
Limited Liability Partnership Agreement or LLP Agreement
[See Section 23(4) of the LLP Act, 2008 (6 of 2009)]
THIS AGREEMENT of Limited Liability Partnership (LLP) is made at ................ this .................... day of ..................... 20........
BETWEEN
(1) ................................... a company registered under the Companies Act, 1956, having its Registered Office at...................................... through its authorised representative ............................ which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the FIRST PARTY,
(2) .......................... S/o, D/o, W/o ........................ R/o ........................................... which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the SECOND PARTY,
and
(3) .......................... S/o, D/o, W/o ........................ R/o ........................................... which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the THIRD PARTY, and (All the PARTIES hereto, i.e., the FIRST PARTY, the SECOND PARTY and the THIRD PARTY shall be collectively called or referred to as the PARTNERS).
WHEREAS the First Party is ........................................................... WHEREAS the Second Party is ....................................................... WHEREAS the Third Party is ..........................................................
NOW the First Party, the Second Party and the Third Party are interested in forming a Limited Liability Partnership (LLP) under the Limited Liability Partnership Act, 2008 and intend to write down the terms and conditions of the said LLP as below.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES/PARTNERS HERETO AS FOLLOWS: Name of the LLP
1. A Limited Liability Partnership (LLP) shall be carried on in the name and style of M/s. ............................ LLP and hereinafter called as the LLP. Registered Office
2. The LLP shall have its Registered Office at ................................... and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time. Capital Contribution
3. The Capital Contribution of the LLP shall be Rs. ....................................... (Rupees ....................................... ... only) which shall be contributed by the partners in the following proportions: First Party ........% i.e. Rs. ............... (Rupees ....................... only) Second Party ........% i.e. Rs .............. (Rupees ..................... only) Third Party..........% i.e. Rs.................... (Rupees..................... only) The further Contribution if any required by the LLP shall be brought by the partners in their profit sharing ratio. Profit sharing ratio (PSR)
4. All the Partners of the LLP are entitled to share Profits & Losses in the ratio of their respective Capital Contribution in the LLP. The net profits & losses of the LLP shall be arrived at after providing for payment of Remuneration to the Designated and working partners and Interest on Partners’ Contribution in the LLP or Loan given by them to the LLP. Business and Objects of the LLP
5. The objects, business and activities of the LLP shall be under :
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About this template
What is this template?
This document is a foundational constitution for an Indian LLP that limits the personal liability of its members. It contains specific provisions for the 'Designated Partner' role required by Indian law and details the internal governance that overrides the default provisions of the LLP Act. It is not a general partnership deed or a company's Articles of Association.
When should you use it?
Use this template when registering a new LLP with the Ministry of Corporate Affairs in India to define partner relationships. Use a Partnership Deed instead if the entity is a traditional firm registered under the Indian Partnership Act 1932.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Clause 4 | Contribution | Specifies the total capital of the LLP and the specific monetary or non-monetary contribution provided by each partner. |
| Clause 5 | Profit Sharing Ratio | Determines the percentage of net profits and losses allocated to each partner during the partnership term. |
| Clause 10 | Admission of New Partner | Requires the written consent of all existing partners before any person can be admitted as a new member of the LLP. |
| Clause 15 | Rights and Duties of Designated Partners | Assigns responsibility for statutory compliance under the Limited Liability Partnership Act 2008 to specific individuals. |
| Clause 18 | Meetings and Decision Making | Sets the requirements for quorum and voting majorities needed to pass resolutions regarding the LLP's business affairs. |
| Clause 25 | Winding Up | Outlines the voluntary and compulsory liquidation procedures in accordance with the provisions of the LLP Act. |
Who it's for
- professionals or entrepreneurs forming a limited liability entity in India
- existing Indian partnerships converting to a Limited Liability Partnership structure
- designated partners managing statutory compliance under the LLP Act 2008
How long it runs and how it's signed
Law it's drafted under
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