LLP Agreement Draft — Comprehensive Template with All Clauses

LIMITED LIABILITY PARTNERSHIP AGREEMENT

(Pursuant to Section 23 of the LLP Act, 2008 and Rule 21 of the LLP Rules, 2009)

THIS AGREEMENT is made at [City] on this [Day] day of [Month, Year] BY AND BETWEEN the parties whose names, addresses and PAN are set out in Schedule I hereto (hereinafter individually a "Partner" and collectively the "Partners").

RECITALS. The Partners have incorporated [LLP Name] LLP, LLPIN [____], and wish to reduce to writing the terms governing the LLP.

PART A — CONSTITUTION

Clause 1. Definitions. "Act" means the LLP Act, 2008; "Contribution" has the meaning in Section 32; "Designated Partner" means a Partner so designated under Section 7; "Schedule" means a schedule to this Agreement.

Clause 2. Name and Registered Office. The LLP shall be carried on as "[LLP Name] LLP" with registered office at [Address]; any change filed in Form 15.

Clause 3. Business / Objects. To carry on the business of [describe] and all activities incidental thereto and such other lawful business as the Partners unanimously agree.

Clause 4. Term. The LLP shall be at will and shall continue until dissolved under this Agreement or the Act.

PART B — FINANCE

Clause 5. Capital Contribution. Total contribution ₹[amount] as detailed in Schedule I. Additional contribution, if required, shall be made in the profit-sharing ratio or as the Partners agree. Obligation to contribute is enforceable under Section 33 of the Act.

Clause 6. Profit / Loss Sharing. Profits and losses shall be shared in the ratio set out in Schedule I ([__]% : [__]%).

Clause 7. Interest on Contribution. Interest @ [__]% p.a. (not exceeding the limit under Section 40(b) of the Income-tax Act, 1961) shall be allowed on the balance standing to the credit of each Partner's capital account.

Clause 8. Remuneration to Working Partners. Working Partners [Names] shall be paid remuneration as the Partners may fix from time to time, within the limits of Section 40(b) of the Income-tax Act, 1961.

Clause 9. Drawings. Each Partner may draw up to ₹[amount] per month on account of anticipated profits; excess drawings shall carry interest @ [__]% p.a.

Clause 10. Bank Accounts. Accounts shall be opened with [Bank] and operated by [any one / jointly by two] Designated Partner(s).

PART C — MANAGEMENT

Clause 11. Designated Partners. [Name] (DPIN [____]) and [Name] (DPIN [____]) are the Designated Partners; at least one shall be resident in India; they are responsible for all filings and compliances under Section 8 of the Act (including Form 8 and Form 11).

Clause 12. Rights and Duties of Partners. Every Partner shall render true accounts, act in good faith, indemnify the LLP for loss caused by fraud, and not derive personal benefit from LLP transactions without consent (Schedule One principles).

Clause 13. Management and Voting. Ordinary business decided by simple majority; each Partner has one vote unless otherwise agreed. Reserved matters (Clause 14) need unanimity.

Clause 14. Reserved Matters. (a) admission/expulsion of a Partner; (b) borrowing above ₹[limit]; (c) acquisition/disposal of assets above ₹[limit]; (d) change in business; (e) amendment of this Agreement; (f) commencement of winding up.

Clause 15. Meetings. A meeting of Partners shall be held at least [quarterly] on [__] days' notice; quorum shall be [__] Partners; minutes shall be recorded in the minute book.

Clause 16. Books, Accounts and Audit. Proper books shall be kept at the registered office; annual accounts drawn up within 6 months of year-end; audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh (Rule 24).

PART D — CHANGES AND EXIT

Clause 17. Admission of a Partner. A new Partner may be admitted with unanimous consent on such terms as agreed; a Supplementary Agreement shall be executed and filed in Form 3, and Form 4 filed for the incoming Partner, within 30 days.

Clause 18. Retirement. A Partner may retire on [30] days' written notice; the outgoing Partner's account shall be settled per Clause 20; cessation intimated in Form 4 within 30 days.

Clause 19. Cessation / Expulsion / Death / Insolvency. A Partner ceases on death, insolvency, unsoundness of mind, or expulsion by unanimous vote for cause. The LLP shall not be dissolved by such cessation and shall continue with the remaining Partners.

Clause 20. Settlement of Accounts on Exit. The outgoing Partner (or legal heirs) shall be paid the credit balance of capital, share of undrawn profits up to date of cessation and revalued share of goodwill (if any), less any dues, within [__] days.

Clause 21. Transfer of Interest. A Partner may transfer his share of profits and losses (Section 42) but such transfer does not by itself entitle the transferee to participate in management or become a Partner.

PART E — GENERAL

Clause 22. Limitation of Liability. Liability of Partners is limited under Sections 27 and 28 of the Act; no Partner is personally liable for LLP obligations save for own wrongful act or omission.

Clause 23. Confidentiality and Non-compete. Each Partner shall keep LLP information confidential and shall not, during the term and for [__] months after exit, carry on a competing business within [territory].

Clause 24. Indemnity. The LLP shall indemnify every Partner for payments and liabilities incurred in the ordinary and proper conduct of business (Schedule One).

Clause 25. Dissolution and Winding Up. Winding up shall be voluntary or by the Tribunal under Sections 63–65; on winding up, assets shall be applied first to LLP debts, then to Partners' contributions, and the surplus in the profit-sharing ratio.

Clause 26. Dispute Resolution / Arbitration. Disputes shall be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996; seat and venue [City]; language English.

Clause 27. Governing Law and Jurisdiction. This Agreement is governed by the laws of India; courts at [City] shall have jurisdiction subject to the arbitration clause.

Clause 28. Amendment. Any amendment shall be by a written Supplementary Agreement signed by all Partners and filed in Form 3 within 30 days.

Clause 29. Notices. Notices shall be in writing and delivered by hand, registered post or email to the address in Schedule I.

Clause 30. Severability and Entire Agreement. If any clause is held invalid, the remainder shall survive. This Agreement, together with its Schedules, is the entire agreement between the Partners.

SCHEDULE I — PARTICULARS OF PARTNERS

IN WITNESS WHEREOF the Partners have signed this Agreement on the date first above written.

WITNESSES: 1. ______________________    2. ______________________