LLP AGREEMENT
(As per Section 23(4) of LLP Act, 2008)
This Agreement of LLP made at DELHI this 20th Day of September 2019
BETWEEN
1. Name of 1st Partner S/o Father’s Name , R/o Address which expression shall, unless it is repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the FIRST PARTY, and
2. Name of 2nd Partner S/o R, R/o Address, which expression shall, unless it is repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the SECOND PARTY, and
3. Name of 3rd Partner S/o Father’s Name , R/o Address, which expression shall, unless it is repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the THIRD
(THE FIRST, SECOND & THIRD PARTY SHALL BE COLLECTIVELY REFERRED TO AS PARTNERS)
WHEREAS the First Party is Name of 1st Partner (INDIVIDUAL)
WHEREAS the Second Party is Name of 2nd Partner (INDIVIDUAL)
WHEREAS the THIRD Party is Name of 3rd Partner (INDIVIDUAL)
NOW The FIRST, SECOND & THIRD Party are interested in forming a Limited Liability Partnership under the Limited Liability Partnership Act 2008 and that they intend to write down the terms and conditions of the said formation and
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS
A Limited Liability Partnership shall be carried on in the name and style Name of LLP
1. The Name of LLP constituted under the Deeds as amended time to time and shall be deemed to be have commenced on the 19th Day of September 2019.
2. The Name of 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.
3. The Contribution of the Name of LLP shall be Rs 1,00,000.00 (Rupees One Lakh Only) which shall be contributed by the partners in the following proportions.
First Party 33.34% i.e. Rs 33,334.00 (Rupees Thirty-Three Thousand Three hundred & Thirty Four only)
Second Party 33.33% i.e. Rs 33,333.00 (Rupees Thirty-Three Thousand Three hundred & Thirty-Three only)
Third-Party 33.33% i.e. Rs 33,333.00 (Rupees Thirty-Three Thousand Three hundred & thirty-Three only)
The further Contribution if any required by the Name of LLP shall be brought by the partners in their profit sharing ratio.
4. The Name of LLP shall have a common seal to be affixed on documents as defined by partners under the signature of any of the Designated Partners.
5. The business of the Name of LLP shall be of providing business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of Sports Commodities/items on retail as well as on wholesale basis in India or elsewhere.
6. That the immovable properties purchased by the LLP shall be clear, marketable and free from all encumbrances.
7. The net profits Name of LLP arrived at after providing for payment of remuneration to the working partners and interest to partners on the loan given by them shall be divided in the following proportions:
| To the said Name of 1st Partner | 33.34 |
| To the said Name of 2nd Partner | 33.33 |
| To the said Name of 3rd Partner | 33.33 |
8. The losses of the JDG International Venture LLP including loss of capital, if any, shall be borne and paid by the partners in the following proportions:
| To the said Name of 1st Partner | 33.34 |
| To the said Name of 2nd Partner | 33.33 |
| To the said Name of 3rd Partner | 33.33 |
9. The bankers of the partnership shall be such banks as the partners may from time to time unanimously agree upon.
10. Remuneration to the working partners will be given as much mutually decided by all the working partners as per the unanimous resolution passed by the partners depend upon efforts and time given by the partner. However, Salary limit may be further increased or decrease as much mutually decided by all the working partners in the meeting, subject to maximum U/s 40 (b) as amended as per Income Tax Act.
11. The business of the Name of LLP shall be of providing business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of Sports Commodities/items on retail as well as on wholesale basis in India or elsewhere and other ancillary business more particularly described in the Schedule 1 annexed herewith or any other business in any other manner as may be decided by the majority of Partners.
Admission of New Partner
12. The new partner may not be introduced without the consent of all the existing partners. Such incoming partner shall give his prior consent to act as Partner of the Name of LLP The Contribution of the partner may be tangible, intangible, Moveable or immovable property and the incoming partner shall bring minimum contribution as per mutual consent with existing partners.
13. The Profit-sharing ratio of the incoming partner will be in proportion to his contribution towards the Name of LLP
Rights of Partner
14. All the partners hereto shall have the rights, title and interest in all the assets and properties in the said Name of LLP in the proportion of their Contribution.
15. Every partner has a right to have access to and to inspect and copy any books of Name of LLP Each of the parties hereto shall be entitled to carry on their own, separate and independent business as hitherto they might be doing or they may hereafter do as they deem fit and proper and other partners and the Name of LLP shall have no objection thereto provided that the said partner has intimated the said fact to the Name of LLP before the start of the independent business and he shall not use the name of the Name of LLP to carry on the said business.
16. If any partner shall advance any sum of money to Name of LLP over and above his due contribution to capital, the same shall be a debt due from the Name of LLP to the partner advancing the same and shall carry simple interest at the rate of 12% per annum or any other rate decided by the partners unanimously.
17. Name of LLP shall have perpetual succession. So, death, retirement or insolvency of any partner shall not dissolve the Name of LLP
18. On the retirement of a partner, the retiring partner shall be entitled to full payment in respect of all his rights, title and interest in the partnership as herein provided. However, upon insolvency of a partner his or her rights, title and interest in the Name of LLP shall come to an end. Upon the death of any of the partners herein any one of his or her heirs will be admitted as a partner of the Name of LLP in place of such deceased partner. The heirs, executors and administrators of such deceased partners shall be entitled to and shall be paid the full payment in respect of the right, title and interest of such deceased partner in Name of LLP On the death of any partner, if his or her heir opts not to become the partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in Name of LLP Duties of Partners
19. Each Partner shall be just and faithful to the other partners in all transactions relating to the LLP.
20. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives.
21. Every partner shall account to the limited liability partnership for any benefit derived by him without the consent of the Name of LLP of any transaction concerning the limited liability partnership, or for any use by him of the property, name or any business connection of the Name of LLP Every partner shall indemnify the limited liability partnership and the other existing partner for any loss caused to it by his fraud in the conduct of the business of the limited liability partnership.
22. In case any of the Partners of the Name of LLP desires to transfer or assign his interest or shares in he can transfer the same with the consent of all the Partners.
23. No Partner shall without the written consent of other Partners:-
- Engage or Expel for gross misconduct, dismiss any employee of the partnership
- Employ any money, goods or effects of the partnership or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the Name of LLP
- Enter into any bond or become sureties or security with or for any person or do knowingly cause or suffer to be done anything whereby the partnership property or any part thereof may be seized.
- Assign, mortgage or charge his or her share” in the partnership or any asset or property thereof or make any other person a partner therein.
- Engage directly or indirectly in any business competing with that of the limited liability partnership.
- Lend money or give credit on behalf of the Name of LLP or to have any dealings with any persons, company or firm whom the other partner previously in writing have forbidden it to trust or deal with. Any loss incurred through any breach of provisions shall be made good with the Name of LLP by the partner incurring the same.
- Compromise or compound or (except upon payment in full) release or discharge any debt due to the Name of LLP except upon the written consent given by the other partner.
- Enter into any bond or become bail or surety for any person or knowingly cause or suffer to be done anything whereby the limited liability partnership property may be endangered
Meeting
24. The meeting of designated partners may be called by giving at least 1-day notice. In case of any urgent meeting is called the notice requirement is to be ratified by all the Partners.
25. The matter discussed in the Name of LLP meeting shall be decided by a resolution passed by a majority in a number of the partners, and for this purpose, each partner shall have one vote.
26. The meeting of Partners shall ordinarily be held at the registered office of the Name of LLP or any other place as per the convenience of partners.
27. Name of LLP shall ensure that decisions taken by it are recorded in the minutes within 30 days of taking such decisions and are kept and maintained at the registered office of the Name of LLP
28. Each partner shall–
- Punctually pay and discharge the separate debts and engagement and indemnify the other partners and Name of LLP assets against the same and all proceedings, costs, claims an demands in respect thereof.
- Each of the partners shall give time and attention as may be required for the fulfilment of the objectives of the Name of LLP business and they all shall be the working partners.
Duties of Designated Partner
29. The Authorised Representative of First Party and the Second Party shall act as the Designated Partner of the Name of LLP in terms of the requirement of the Limited Liability Partnership Act, 2008.
30. The Designated Partners shall be responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report according to the provisions of Limited Liability Partnership Act, 2008.
31. The Designated Partners shall be responsible for the doing of all acts arising out of this agreement.
32. The Name of LLP shall indemnify and defend its partners and other officers from and against any and all liability in connection with claims, actions and proceedings (regardless of the outcome), judgment, loss or settlement thereof, whether civil or criminal, arising out of or resulting from their respective performances as partners and officers of the Name of LLP, except for the gross negligence or willful misconduct of the partner or officer seeking indemnification.
Cessation of Existing Partners
33. Partner may cease to be a partner of the Name of LLP by giving a notice in writing of not less than 30 days (to the other partners of his intention to resign as a partner.
34. No majority of Partners can expel any partner except in the situation where any partner has been found guilty of carrying of activity/business of Name of LLP with a fraudulent purpose.
35. The Name of LLP can be wounded up with the consent of all the partners subject to the provisions of the Limited Liability Partnership Act 2008.
The Extent of Liability of Name of LLP
36. Name of LLP is not bound by anything done by a partner in dealing with a person if—
- The partner has no authority to act for the Name of LLP in doing a particular act; and
- The person knows that he has no authority or does not know or believe him to be a partner of the Name of LLP
Miscellaneous Provisions
37. The limited liability partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him—
- in the ordinary and proper conduct of the business of the limited liability partnership; or
38. In or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
39. The books of accounts of the firm shall be kept at the registered office of the Name of LLP for the reference of all the partners.
40. The accounting year of the Name of LLP shall be from 1st April of the year to 31st March of the subsequent year. The first accounting year shall be from the date of commencement of Name of LLP till 31st March of the subsequent year.
41. It is expressly agreed that the bank account of the Name of LLP shall be operated upon jointly or severally by any of the partner or by any person as the partners may from time to time unanimously agreed upon.
42. All disputes between the partners or between the Partner and the Name of LLP arising out of the limited liability partnership agreement which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996).
In witness whereof, the first party and the second party have executed this Agreement Deed at the Place, Day, Month and year as first above written in the presence of the following witnesses.
Signed and delivered by the
For and on behalf of
Name of LLP
WITNESSES:-
| Name of 1st Designated Partner: | Name of 2nd Designated Partner: | Name of 3rd Designated Partner: |
| Address: | Address: | Address: |
| Signature: | Signature: | Signature: |
| DIN (Director’s ID No.): | DIN (Director’s ID No.): | DIN (Director’s ID No.): |
Date: 20th September 2019
Place: New Delhi
Author Bio
THANKS ! Very useful