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Limited Liability Company Agreement for India

Limited Liability Company Agreement Template for India

A comprehensive legal document governed by Indian law that establishes the framework for a Limited Liability Company's operation and management. This agreement, compliant with the Companies Act, 2013, outlines the rights and responsibilities of shareholders, governance structure, capital contributions, share transfer restrictions, and operational procedures. It serves as the foundational document that regulates the relationship between members while providing clarity on decision-making processes, dispute resolution, and exit mechanisms. The agreement incorporates specific Indian regulatory requirements while maintaining flexibility for business growth and evolution.

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Limited Liability Company Agreement

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What is a Limited Liability Company Agreement?

The Limited Liability Company Agreement is a crucial document required when establishing or restructuring a company in India. It serves as the primary governing document that defines the relationship between shareholders, management structure, and operational framework of the organization. Used during company formation or when updating existing company structures, this agreement must comply with the Companies Act, 2013, and other relevant Indian legislation. It covers essential aspects such as capital structure, voting rights, transfer restrictions, and management provisions, while also addressing modern business needs such as digital operations and international investment considerations. The document is particularly important for startups, growing businesses, and companies seeking investment, as it provides legal certainty and clarity in operations while protecting stakeholder interests under Indian jurisdiction.

What sections should be included in a Limited Liability Company Agreement?

1. Parties: Identification of all members/shareholders forming the LLC

2. Background: Context of the LLC formation and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Formation and Name: Details of company formation, registered name, and business commencement

5. Registered Office: Address of the registered office and procedures for changing it

6. Business Purpose: Detailed description of the company's business activities and objectives

7. Capital Structure: Details of authorized share capital, initial contributions, and classes of shares

8. Members Rights and Obligations: Rights, responsibilities, and obligations of all members

9. Transfer of Shares: Procedures and restrictions for transferring ownership interests

10. Board of Directors: Composition, appointment, removal, and powers of the board

11. Meetings: Procedures for board and shareholder meetings

12. Reserved Matters: Decisions requiring special approval or unanimous consent

13. Financial Matters: Financial year, accounts, audits, and distribution policies

14. Confidentiality: Protection of company and member confidential information

15. Term and Termination: Duration of agreement and termination procedures

16. Dispute Resolution: Procedures for resolving disputes between members

17. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

What sections are optional to include in a Limited Liability Company Agreement?

1. Foreign Investment Provisions: Required when there are foreign investors, detailing compliance with FEMA and foreign investment regulations

2. Tag-Along and Drag-Along Rights: Optional provisions for share transfer rights in case of significant ownership changes

3. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issuance

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation

5. Intellectual Property Rights: Required when the company owns or develops significant IP

6. Employee Stock Option Pool: Required when the company plans to offer employee stock options

7. Exit Mechanisms: Detailed procedures for IPO, strategic sale, or other exit options

8. Digital Operations: Required for companies operating primarily in digital space, covering IT compliance

What schedules should be included in a Limited Liability Company Agreement?

1. Schedule 1 - Details of Members: Complete information about initial members including shareholding

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of initial capital contributions by each member

3. Schedule 3 - Business Plan: Initial business plan and projections

4. Schedule 4 - Board Composition: Initial board structure and nominated directors

5. Schedule 5 - Reserved Matters List: Comprehensive list of matters requiring special approval

6. Schedule 6 - Share Valuation Methodology: Agreed methods for valuing shares in various scenarios

7. Appendix A - Articles of Association: Copy of the company's Articles of Association

8. Appendix B - Compliance Checklist: List of regulatory compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


















































Clauses





































Relevant Industries

Technology and Software

Manufacturing

Professional Services

Retail and E-commerce

Healthcare

Financial Services

Real Estate

Education

Consulting

Media and Entertainment

Agriculture

Infrastructure

Logistics and Transportation

Renewable Energy

Telecommunications

Relevant Teams

Legal

Corporate Affairs

Compliance

Finance

Corporate Governance

Board Secretariat

Risk Management

Investor Relations

Business Development

Executive Leadership

Corporate Communications

Administrative

Relevant Roles

Chief Executive Officer

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Operating Officer

Investment Manager

Business Development Director

Startup Founder

Corporate Governance Officer

Risk Manager

Company Registrar

General Counsel

Shareholder Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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