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Limited Liability Partnership Agreement for India

Limited Liability Partnership Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes and regulates a Limited Liability Partnership (LLP) under the Limited Liability Partnership Act, 2008. This document outlines the rights, responsibilities, and relationships between partners, defines the business structure and operations, establishes capital contribution requirements, and sets forth management procedures. It includes provisions for profit sharing, dispute resolution, partner admission/removal, and dissolution procedures, all while ensuring compliance with Indian regulatory requirements and providing liability protection for partners.

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Limited Liability Partnership Agreement

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement is a foundational document required when establishing an LLP in India under the Limited Liability Partnership Act, 2008. This structure combines the flexibility of a partnership with the limited liability protection typically associated with companies. The agreement is essential for businesses seeking to establish a formal partnership structure while protecting individual partners from personal liability for business obligations. It details crucial aspects such as capital contributions, profit sharing, management rights, and operational procedures. The document must comply with Indian regulatory requirements and is particularly suitable for professional services firms, growing businesses, and enterprises requiring a flexible management structure with clear governance guidelines. The agreement serves as both a regulatory compliance document and an operational framework for the business.

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

1. Parties: Details of all partners (both individual and corporate) entering into the LLP agreement

2. Background: Context of the LLP formation, business objectives, and any relevant history

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Details about LLP formation, registered name, and business commencement

5. Registered Office: Address and details of the LLP's registered office

6. Business Scope: Detailed description of permitted business activities

7. Capital Contribution: Initial capital contributions of each partner and terms for additional contributions

8. Rights and Duties of Partners: Detailed obligations, responsibilities, and rights of all partners

9. Management Structure: Management framework, decision-making process, and partner voting rights

10. Meetings: Procedures for partner meetings, voting, and record-keeping

11. Accounts and Audit: Financial management, accounting practices, and audit requirements

12. Profit and Loss Sharing: Formula and mechanism for distribution of profits and losses

13. Admission of New Partners: Process and conditions for admitting new partners

14. Cessation of Partnership: Conditions and procedures for partner retirement or removal

15. Dissolution: Circumstances and procedures for LLP dissolution

16. Dispute Resolution: Mechanisms for resolving disputes between partners

17. Governing Law: Applicable laws and jurisdiction

18. Notices: Communication procedures between partners and the LLP

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

1. Intellectual Property Rights: Required when the LLP owns or develops intellectual property, defining ownership and usage rights

2. Non-Competition: Includes restrictions on partners' involvement in competing businesses

3. Foreign Investment Compliance: Necessary when there are foreign partners or investments

4. Digital Operations: Required for LLPs conducting significant online business activities

5. Employee Partnership Program: Include when implementing employee partnership or profit-sharing schemes

6. Branch Operations: Required when the LLP plans to operate multiple branches

7. Insurance: Detailed insurance requirements when operating in high-risk industries

8. Environmental Compliance: Necessary for businesses with environmental impact

9. Confidentiality: Detailed confidentiality obligations when dealing with sensitive information

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

1. Schedule 1 - Partner Details: Detailed information about each partner including contact details and professional qualifications

2. Schedule 2 - Capital Contributions: Detailed breakdown of initial and promised capital contributions

3. Schedule 3 - Profit Sharing Ratio: Detailed formula and examples of profit/loss sharing calculations

4. Schedule 4 - Business Plan: Initial business plan and projected financials

5. Schedule 5 - Designated Partners: Specific roles and responsibilities of designated partners

6. Schedule 6 - Management Structure: Detailed organizational structure and reporting relationships

7. Schedule 7 - Intellectual Property: List of intellectual property owned or licensed by the LLP

8. Appendix A - Meeting Procedures: Detailed procedures for conducting partner meetings

9. Appendix B - Compliance Checklist: List of regulatory compliance requirements and deadlines

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

Professional Services

Information Technology

Consulting

Manufacturing

Real Estate

Healthcare

Education

Financial Services

Retail

Construction

Media and Entertainment

Agriculture

Logistics

Environmental Services

Research and Development

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Risk Management

Operations

Business Development

Administrative

Strategy

Executive Leadership

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Compliance Officer

Business Development Manager

Finance Director

Managing Director

Partner

Board Member

Operations Director

Risk Manager

Corporate Lawyer

Professional Partner

Designated Partner

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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