M/s. XXXXXXXXXXXXXX LLP
LIMITED LIABILITY PARTNERSHIP AGREEMENT
(As per Section 23(4) of LLP Act, 2008)
THIS AGREEMENT OF LLP MADE AT THIS ………..... DAY OF ________________, ___________ at Ahmedabad by & between:
1. Mr. ABC S/o. UUU, aged about _____ years, residing at ADD 1, Gujarat, INDIA 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 Party of the FIRST PART;
AND
2. Mr. XYZ D/o. UUY, aged about _____ years, residing at Add 2 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 Party of the SECOND PART.
PARTIES OF BOTH THE PARTS SHALL BE DESIGNATED PARTNERS
(BOTH THE PARTS SHALL BE COLLECTIVELY REFERRED TO AS PARTNERS)
NOW Parties of both the Parts 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:
INTERPRETATION
In this Agreement unless the context otherwise requires:-
“Accounting Year” means the financial year as defined in the LLP Act, 2008.
“Act” or “LLP Act” means the Limited Liability Partnership Act, 2008.
“Business” includes every trade, profession service and occupation.
“Change” means a change in the constitution of the body of Partners or Designated Partners other than their admission afresh.
“Designated Partner” means any partner designated as such.
“LLP” means the limited liability partnership formed pursuant to this LLP Agreement.
“LLP Agreement” means this Agreement or any supplement thereof determining the mutual rights and duties of the partners and their rights and duties in relation to the LLP.
“Partner” means any person who becomes a partner in the LLP in accordance with this LLP Agreement.
“She” includes “he” or vice versa.
1. A Limited Liability Partnership shall be carried on in the name and style of M/s. XXXXXXXXXXXXXX LLP and hereinafter called as “XXXXXXXXXXXXXX LLP”.
2. The XXXXXXXXXXXXXX LLP as constituted under this Deed shall be deemed to have commenced on the DD-MM-YYYY.
3. The XXXXXXXXXXXXXX LLP shall have its registered office at ADD 3, and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time.
4. The duration of limited liability partnership shall be “AT WILL”
5. a) The Contribution of the XXXXXXXXXXXXXX LLP shall be Rs. 1,00,000/- (Rupees ONE LAKH only) which shall be brought by the partners, either in cash or kind, in following ratio:
PARTICULARS RATIO %
1. Mr. ABC 25.00%
2. Mr. XYZ 75.00%
b) If at any time after the commencement of the Partnership as LLP any further capital shall be required for the purposes of the LLP, the same shall be additionally contributed by the Partners in their respective proportion of capital contributions made, unless otherwise agreed upon by all the then Partners.
c) The obligation of a Partner to contribute (i) money or (ii) other property or benefit or to perform services [in the case of (ii) its money’s worth as determined in the agreement with the Partner therefore as equivalent to his share of contribution of capital to the LLP under this Agreement, shall be a debt due from him to the LLP. The liability of a partner or designated partner in relation to the LLP shall be as set out in the Act and in particular every partner shall indemnify the LLP insofar as every partner may take part in its management. It is a condition of this Agreement that the LLP shall indemnify each Partner in respect of payments made and personal liabilities incurred by him (a) in the ordinary and proper conduct of business of the LLP, and (b) in or about anything necessarily done for the preservation of the business or property of the LLP.
d) There shall be no limit on the number of Partners to be admitted at any time and from time to time.
e) This LLP Agreement along with the LLP’s Certificate of Incorporation should be laid before a special general meeting of the Partners to be held within 30 days of the LLP’s registration, and it shall be the responsibility of all Designated Partners of the LLP to comply with the same.
f) After the LLP’s registration, it may reimburse the Promoter - Partners the costs of promotion and registration, legal fees, cost of printing and stamp duties and all other direct costs at accruals according to the account rendered to the LLP by the Promoter-Partners, with the approval of the general meeting of Partners mentioned in (e) above.
g) The LLP shall have a Common Seal and it shall be laid before and adopted at the general meeting mentioned in (e) above. The Common Seal shall be affixed to any document or contract with approval of and in the presence of at least two of the Designated Partners of the LLP, on each occasion.
h) All the assets owned by or belonging to the LLP including but not limited to the Intellectual Property Rights (IPRs) of whatever kind shall be the property of the LLP and no partner shall be entitled to use for himself any such property otherwise than as a client or customer.
i) No resolution or decision carried by a majority of Partners of the LLP shall be valid to be given effect to unless it includes the Partners being the original Parties Hereto.
INTEREST ON CAPITAL:
6. That interest at the rate 12% per annum or as may be prescribed under section 40(b)(iv) of the Income Tax Act, 1961 or any other applicable provisions as may be in force in the Income Tax Act for the relevant accounting period or at a lower rate as may be agreed to by and between the parties from time to time shall be paid to the partners or credited to the partners. Such interest shall be calculated on day basis taking all additions and drawings during the year. Such interest shall, however be paid only out of the “Book Profits” as computed as provided in section 28 to 44DA (Chapter IV-D) of the Income tax Act without deducting the remuneration paid or payable to the partners. If there is no such profit, no interest will be paid to the partners. If the profit is inadequate, interest will be proportionately to the extent of the profit.
Such interest shall be considered as an expenditure of the firm and shall be debited to the Profit & Loss Account of the firm before arriving at the divisible profit or loss.
As mutually agreed upon by the partners considering the business needs, financial position of the business or as prescribed U/s 40(b) of the Income Tax Act partners may change rate of interest by consent of all partners.
REMUNERATION OF WORKING PARTNERS:
7. All the Partners are Working Partners and shall be entitled for yearly remuneration out of balance profit after paying interest on the Capital of the Partners. Said remuneration shall be calculated as the percentage of the “Book Profit” for each accounting year and the same shall be calculated as maximum allowable under the provisions of Section 40(b) of the Income Tax Act, 1961.
In case Book Profit does not exceed Rs. 1,50,000/- the remuneration shall not exceed the amount of Book Profit and in case, Book Profit is loss (Negative Figure) No remuneration shall be provided or be given to partners.
“Book Profit” for this purpose shall be computed as provided in section 28 to 44DA (Chapter IV-D) of the Income Tax Act, 1961.
The Ratio of sharing Remuneration between the Partners is as under:
PARTICULARS RATIO %
1. Mr. ABC 25.00%
2. Mr. XYZ 75.00%
As mutually agreed upon by the partners considering the business needs, financial position of the business or as prescribed U/s 40(b) of the Income Tax Act partners may reduce the rate of Remuneration or decide not to provide the remuneration with the mutual consent of all the partners by passing a resolution to that effect.
SHARING OF PROFIT AND LOSS:
8. All the Partners of the XXXXXXXXXXXXXX LLP, are entitled to share net profits or losses of the said business including profits of capital nature and liable for all loses including losses of capital nature after charging interest on capital and paying remuneration to partners shall be divided among the partners as under:-
PARTICULARS RATIO %
1. Mr. ABC 25.00%
2. Mr. XYZ 75.00%
9. The business of the XXXXXXXXXXXXXX LLP shall be as follows:
To carry on business of contractors, Builders, Town planners, Infrastructure developers, Estate developers and Engineers land developers, Land Scapers, estate agents, immovable property dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows, kothis or civil work of every type on the land of the Company or any other land or immovable property whether belonging to the Company or not and to pull down.
To erect, construct, build, water proofing, sewage, demolish, fabricate, execute, carry out, improve, work, develop, repair, maintenance, administer, manage or control in India or abroad- on any land or immovable property of the Company or upon any other land or immovable property in any capacity and conveniences of all ,kinds, including turnkey jobs, railway, tramway speedway, runways. roads aerodromes, sewage, theatres, cinema halls, piers, wharvers, Dams, barrages, reservoirs, embankments, canals , irrigations, power houses, transmission lines, reclamation, improvement sewage, drainage, sanitary works, for building hotels, houses, markets, private public and all kind of Conveniences and to carry out business of builders .
To promote, buy, acquire, sell, lease. exchange, hire, give on relit, to let, mortgage or otherwise dispose of the lands, industrial Complexes, houses. buildings, farm houses, agricultural lands, and other immovable property of the Company or other immovable property and to apply for purchase through tender or otherwise acquire civil contracts for or in relation to water proofing, sewage, construction, execution, equipment, improvement, management, administrations or control of mechanical and civil works and conveniences and to undertake, execute, dispose or otherwise turn to account the same.
10. That the immovable properties purchased by the LLP shall be clear, marketable and free from all encumbrances.
INTELLECTUAL PROPERTY, FIXED ASSETS & GOODWILL:
11. The following intellectual property or assets shall be included as the property of and shall belong to the LLP; all domain names, website data and coding, all images (whether graphics or photographs), customer data, existing and future commercial agreements with outside third parties and all goodwill associated with the above.
Furthermore all office equipment, materials and any other property shall also belong to the LLP.
All other relevant goodwill built-up in the LLP shall also belong to the LLP.
A valuation of the Assets, effects and of the Goodwill including the partnership name shall be made at three times the average net Yearly profits of the Preceding five years or the commencement of the LLP, whichever is less, for the purpose to determine the amount due to such a Partner who has exited, and the payment shall be met by the partners remaining with the LLP in proportion to their respective capital Contribution on the date of his exit within six (6) calendar months from the date of exit, any delay beyond, attracting interest @ 12% (twelve %) per annum from the date of expiry of the said six months till the actual date of payment. On such a Payment being made the share of the Partner exited in the goodwill shall stand vested in the remaining Partners of the LLP.
ADMISSION OF NEW PARTNER
12. i. No Person shall be introduced as a new partner without the consent of all the existing partners. Such incoming partner shall give his prior consent to act as Partner of the XXXXXXXXXXXXXX LLP.
ii. Persons admitted as partners shall duly comply with the provisions of section 25(1) of LLP Act and Rule 22(1) and Form 6 of the LLP Rules & Forms, 2008 within a period of 15 days of any change in the name and address, to intimate the LLP.
13. The Contribution of the partner may be tangible, intangible, Moveable or immoveable property. Contribution of an incoming partner will be mutually decided by all the existing partners.
14. The Profit/Loss sharing ratio of the incoming partner as may be mutually decided by the existing Partners.
15. A person who has any business interest in conflict with the business of the LLP shall not be admitted as its Partner, and any Partner who acquires such conflicting interest shall cease to be and be expelled as a Partner by a unanimous decision of the partners.
RIGHTS OF PARTNER
16. All the partners hereto shall have the rights,title and interest in all the assets and properties in the said XXXXXXXXXXXXXX LLP in the proportion of their Contribution.
17. Every partner has a right to have access to and to inspect and copy any books of the XXXXXXXXXXXXXX LLP.
18. 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 XXXXXXXXXXXXXX LLP shall have no objection thereto provided that the said partner has intimated the said fact to the XXXXXXXXXXXXXX LLP before the start of the independent business and moreover he shall not use the name of the XXXXXXXXXXXXXX LLP to carry on the said business.
19. XXXXXXXXXXXXXX LLP shall have perpetual succession, death, retirement or insolvency of any partner shall not dissolve the XXXXXXXXXXXXXX LLP.
20. If the Premises, Plant and machinery and Furniture of any partner if utilized by the LLP, the same shall carry Rent/Hiring Charges as mutually agreed upon. If any of the employees of the existing business of any partner is utilized for the business of the LLP, the same shall be at stipulated rate and with all the benefits as continuous service.
RETIREMENT AND DEATH OF PARTNER
21. On retirement of a partner, the retiring partner shall be entitled to full payment in respect of all his rights, title and interest in the partner as herein provided. However, upon insolvency of a partner his or his rights, title and interest in the XXXXXXXXXXXXXX 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 XXXXXXXXXXXXXX LLP in place of such deceased partner with the permission of all remaining partners as on date. 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.
22. 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 the XXXXXXXXXXXXXX LLP.
EXPULSION OF THE PARTNER
23. This provision of this Agreement shall operate as an express agreement of the partner: A partner may not be expelled by unanimous decision of the partners save in good faith and in the interest of the partnership business only after a show-cause notice in writing is served on that partner or designated partner giving 7 days time for his response; and in that event the partner expelled shall be entitled to the benefits of a retiring Partner in accordance with provisions of this Agreement in that behalf.
24. No majority of Partners can expel any partner except in the situation where partner(s) has been found guilty of carrying on activity/business of XXXXXXXXXXXXXX LLP with fraudulent purpose.
CESSATION OF EXISTING PARTNERS
25. Partner may cease to be partner of the XXXXXXXXXXXXXX LLP by giving a notice in writing of not less than 7 days to the other partners of his intention to resign as partner.
26. No majority of Partners can expel any partner except in the situation where any partner has been found guilty of carrying on activity/business of XXXXXXXXXXXXXX LLP with fraudulent purpose.
27. The XXXXXXXXXXXXXX LLP can be wound up with the consent of all the partners subject to the provisions of Limited Liability Partnership Act, 2008
28. On the resignation of any partner, the remaining partners shall have the right to continue the same business either jointly with others or in proprietorship in the same or different name as mutually decided.
DUTIES OF PARTNERS
29. Every partner shall account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property, name or any business connection of the limited liability partnership.
30. 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.
31. Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives.
32. In case any of the Partners of the XXXXXXXXXXXXXX LLP desires to transfer or assign his interest or shares in the XXXXXXXXXXXXXX LLP he has to offer the same to the remaining partners.
33. Each partner shall—
Punctually pay and discharge the separate debts and engagement and indemnify the other partners and the XXXXXXXXXXXXXX LLP assets against the same and all proceedings, costs, claims and demands in respect thereof.
34. Each of the partners shall give time and attention as may be required for the fulfillment of the objectives of the XXXXXXXXXXXXXX LLP business and they all shall be the working partners.
35. No partner shall without the written consent of all partners of XXXXXXXXXXXXXX LLP —
1. Employ any money, goods or effects of the XXXXXXXXXXXXXX LLP or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the XXXXXXXXXXXXXX LLP.
2. Lend money or give credit on behalf of the XXXXXXXXXXXXXX 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 XXXXXXXXXXXXXX LLP by the partner incurring the same.
3. Enter into any bond or becomes surety or security with or for any person or do knowingly cause or suffer to be done anything whereby the XXXXXXXXXXXXXX LLP property or any part thereof may be seized.
4. Assign, mortgage or charge his or her share in the XXXXXXXXXXXXXX LLP or any asset or property thereof or make any other person a partner therein.
5. Compromise or compound or (except upon payment in full) release or discharge any debt due to the XXXXXXXXXXXXXX LLP except upon the written consent given by the other partners.
36. 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 pursuant to the provisions of Limited Liability Partnership Act, 2008.
37. The Designated Partners shall be responsible for the doing of all acts arising out of this agreement.
38. The XXXXXXXXXXXXXX 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 XXXXXXXXXXXXXX LLP, except for the gross negligence or willful misconduct of the partner or officer seeking indemnification.
39. Duties relating to Development, Sale and Marketing of the Products of LLP and Administration of the business shall be borne by all the partners.
INTEREST ON PARTNERS’ LOAN
40. Interest at the rate of 12% per annum or as mutually decided from time to time by the partners will be paid on Partners Loan Account at the end of the year.
WITHDRAWAL OF CAPITAL
41. Every Partner may withdraw Capital standing to his credit as mutually decided.
BUSINESS TRANSACTIONS OF PARTNER WITH LLP
42. A Partner may lend money to and transact other business with the LLP, and in that behalf the Partner shall have the same rights and obligations with respect to the loans or other business transactions as a person who is not a Partner.
MEETING
43. All the matters related to the XXXXXXXXXXXXXX LLP as mutually decided by all partners shall be decided by a resolution passed unanimously by all partners. For the purpose of all Meetings each person shall have one vote.
44. The meeting of the Partners may be called by sending 7 days prior notice to all the partners at their residential address or by mail at the Email ids provided by the individual Partners in writing to the XXXXXXXXXXXXXX LLP. In case any partner is a foreign resident the meeting may be conducted by serving 15 days prior notice through email. Provided the meeting be called at shorter notice, if majority of the partners agrees in writing to the same either before or after the meeting.
45. The meeting of Partners shall ordinarily be held at the registered office of the XXXXXXXXXXXXXX LLP or at any other place as per the convenience of partners.
46. With the written Consent of all the partners, a meeting of the Partners may be conducted through Teleconferencing.
47. Every limited liability partnership shall ensure that decisions taken by it are recorded in the minutes within thirty days of taking such decisions and are kept and maintained at the registered office of the XXXXXXXXXXXXXX LLP.
EXTENT OF LIABILITY OF XXXXXXXXXXXXXX LLP
48. XXXXXXXXXXXXXX LLP is not bound by anything done by a partner in dealing with a person if—
I. The partner in fact has no authority to act for the XXXXXXXXXXXXXX LLP in doing a particular act; and
II. The person knows that he has no authority or does not know or believe him to be a partner of the XXXXXXXXXXXXXX LLP.
MISCELLANEOUS PROVISIONS
49. The limited liability partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him—
I. in the ordinary and proper conduct of the business of the limited liability partnership; or
II. In or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
50. The accounting year of the XXXXXXXXXXXXXX LLP shall be from 1st April of the year to 31st March of subsequent year. The first accounting year shall be from the date of commencement of this XXXXXXXXXXXXXX LLP till 31st March of the subsequent year.
BOOKS OF ACCOUNTS
51. All necessary books of account and other papers relating the affairs of the LLP as prescribed under Rule 24 of LLP Rules & Forms, 2008 pursuant to section 34(1) of the LLP Act 2008 shall be ensured by the designated partners for the time being to be kept at the principal place of business of the LLP or at other place or places as mutually agreed upon by all the Partners, and regularly maintained on cash basis or accrual basis and according to double entry system of accounting with all books duly posted with entries arising from day to day up-to-date on any day so as to give a true and fair view of the state of affairs of the LLP. Such books of account shall not be removed from the designated place of business without the consent of all the Partners. Each Partner shall have access and be entitled for taking a copy or an extract of any books of account or related papers of the LLP.
ANNUAL STATEMENTS OF ACCOUNTS AND SOLVENCY
52. The Designated Partners of the LLP shall, within a period of six months from the end of each financial year, prepare the Annual Statements of Accounts and Solvency for the financial year as at its last day of all the capital contributions, assets and liabilities and of the profits and losses of the LLP, and the same shall be signed by each Partner in addition to the signing thereof by the Designated partners of the LLP as required under section 34(2) of the Act in token of his being bound thereby. If, in the event, any Partner refuses to sign the Annual Statements of Accounts and Solvency giving no valid reason, a copy of he same shall be posted to him by Registered Post Acknowledgement Due to his last known address as supplied by him to the LLP, and same shall be deemed to have been signed by him on the date of such posting.
AUDIT
53. The Statements of Accounts and Solvency of the LLP made each year shall be audited by a qualified Chartered Accountant in practice in accordance with the rules prescribed under section 34(3) of the LLP Act, 2008, namely, Rule 24 of the LLP Rules & Forms, 2008. It shall be the responsibility of the Designated Partners of the LLP to comply with Rule 24 of the said Rules in every respect.
DIVISION OF ANNUAL PROFIT OF THE LLP
54. As soon as the Annual Statements of Accounts and Solvency shall have been signed by the Partners and the same duly audited and the auditor rendering his report thereon, the net profits, if any, of the LLP business, shall be divided between the Partners in the proportion specified in and in accordance with the provisions of this Agreement.
55. The Designated Partners have the following additional powers and responsibilities:
(a) To retain any existing Auditors for the following
Accounting Period;
(b) To appoint new Auditors;
(c) To remove any existing Auditors from their office;
(d) The power to agree to the rate of remuneration for any Auditors.
(e) At the end of each Accounting Period a profit and loss and balance sheet shall be prepared and audited in accordance with all relevant financial reporting standards, including the disclosure of Partner’s interests in the LLP and further notes or information and in a format as required by the Act.
(f) The Partners shall meet and approve the accounts, in accordance with the Act.
(g) After approval, the accounts will become binding upon all Partners.
(h) After approval, each Partner will receive a copy of the accounts in accordance with the Act.
BANKING
56. (a) All funds of the Partnership business shall be deposited in its name in such banking account or accounts as shall be determined by the Designated Partners. All Cheques for payments and withdrawals or for any such purposes, all instructions for the electronic transfer of funds from any Bank account shall be in writing and signed by any one Partner.
(b) The writing and signing of cheques or instructions for electronic transfers will only be done for the business purposes of the LLP, any personal use is strictly prohibited and would breach any Partner's duties and responsibilities to the LLP.
MANAGEMENT OF THE LLP
57. (a) Partners’ right to participate in the management of the LLP shall be as provided in this Agreement and otherwise it is restricted to:
· Ratification of this LLP Partnership Agreement post-incorporation of the LLP;
· Any alteration to this LLP Agreement;
· The admission of new Partners;
· Appointment of Designated Partner;
· Raising further capital
· Acceptance of Annual Accounts and Solvency and the Auditor’s Report thereon;
· Assignment and transfer of partnership rights, by the Partners in any way;
· Expulsion of any Partner;
· Any proposal of the LLP to make an application to the Central Government that the affairs of the LLP ought to be investigated;
· Change of business;
· Any sale or merger or amalgamation of the LLP with another entity or the incidence of any extraordinary loss or jeopardy or ‘waste’ to the property of the LLP as defined in section 66 of the Transfer of Property Act, 1882, warranting the appointment of a Receiver; and
· Winding up and dissolution of the LLP.
In deciding all the matters specified above shall require a unanimous decision of all the Partners (excluding the Partner who is going to be expelled) and each Partner shall have one vote each irrespective of their capital contribution to the LLP’s capital. The decisions so taken shall be recorded in the minutes within thirty days of the general meetings and the same kept at the registered office of the LLP.
(b) The Designated partners appointed by the LLP shall be responsible both for business management in its entirety and compliance management under the LLP Act and this Agreement. The management of the LLP shall be carried on jointly by the Designated Partners being the original Parties hereto as agreed upon mutually between them by themselves or otherwise so however that they shall be the first Designated partners to be named in the Incorporation Document submitted for the LLP’s registration and to be answerable for the doing of all acts, matters and things as are required to be done by the LLP in respect of compliance of the provisions of the LLP Act, 2008 in terms of sections 7, 8 and 9 of the said Act. The Partners may appoint more Designated Partners by a 75% majority vote of the Partners present at a meeting of Partners duly called and held at any time and from time to time out of the Partners whose contribution to the capital of the LLP at the material time of appointment is not less than 16% of the total capital contribution as of that date, provided all the Partners being Parties to this Agreement as originally made approve the names proposed. The Designated Partners may by their unanimous decision delegate their powers to any one or more Designated Partners or any top-ranking officers of the LLP as they may consider fit or necessary in the management of the affairs of the LLP at any time or from time to time and similarly withdraw the same.
(c) Every Partner appointed as a Designated Partner by a majority of the Partners as stated in (2) above shall be entitled to take part in the management of the LLP.
(d) Any matter or issue relating to the LLP shall be decided by a majority in number of the Designated Partners which shall in every case include the Partners being the original Parties hereto so long as they continue as the designated Partners of the LLP.
(e) Banking arrangements for the LLP shall be as unanimously decided by the Designated Partners at any time and from time to time, ensuring that all moneys received subject to requirements of current expenses, by way of Cheques, drafts or other pay orders shall be promptly paid into the LLP’s banking account.
(f) Each Partner shall render true accounts and full information of all things affecting the LLP to the Designated Partner(s) and on request to any Partner or his legal representative.
(g) All decisions of the Partners shall be taken at meetings called by a notice in writing or by circular resolutions in cases of urgency. Meetings in which all Partners are entitled to participate to deliberate and decide on the matters specified in Para 52(1) above shall be called general meetings, and the meetings of the Designated Partners shall be called Executive Meetings. The provisions as are applicable to calling, holding and conducting/adjourning etc., of general meetings and Board meetings and keeping of minutes of such meetings of pure private companies limited by shares under the companies Act, 2013, shall apply respectively to the said two kinds of meetings, excluding the special resolutions, requisitioned resolutions special notices, special business and explanatory statements, requisitioned meetings and default meetings and the related jurisdiction as well as powers of the Court/Tribunal/Central government conferred under the said Act. Every such meeting shall be called by any Designated Partner on the basis of a decision of the Executive Meeting or by circular resolution passed by majority of Designated Partners in any exigency.
(h) A resolution circulated in writing and signed by a majority of the Partners and/or Designated Partners, as the case may be, depending upon whether it is a business to be transacted at a General Meeting or Executive Meeting, including the Partners who are the original Parties to this Agreement in every case, shall be deemed to be duly passed, the date of passing such circular resolution being the date of the signature of the person signing last.
WINDING UP
58. The XXXXXXXXXXXXXX LLP can be wound up with the consent of all the partners subject to the provisions of Limited Liability Partnership Act, 2008.
TERMINATION & DISSOLUTION
59. If any time owing to losses or any other cause whatsoever one-fourth of the entire capital of the LLP shall have been lost or not represented by available assets or there exists reasonable cause of apprehension that a call on the Partners to contribute further capital of 25% or more of the entire capital of the LLP is imminent in order to carry on its business as a solvent entity, a majority in value of the Partners may require the LLP to be dissolved and wound up as if the same has occurred by efflux of time.
ARBITRATION
60.
(a) All the matters not expressly provided in this agreement shall be decided by the consent of all the Partners in writing. Failing that all disputes and questions about and in connection with the LLP under this Agreement arising between the Partners or between any one of them and the legal representative of the Partners or with the LLP at any time and from time to time, shall be settled by conciliation or by arbitration as provided under the Arbitration and Conciliation Act, 1996 as if the parties to the dispute have consented in writing for determination of the same as aforesaid and the provisions of the said Act apply accordingly.
(b) If any question arises whether the dispute relates to formation, management or business of the LLP, the question shall be referred to the arbitrator, whose decision thereon shall be final.
ALTERATION OR AMENDMENT
61. No alteration to or amendment or change in this LLP Agreement including any change of business of the LLP in terms of Para 8 of the First Schedule to the LLP Act shall be valid unless it is reduced to writing as a Supplement to this Agreement duly accepted by every Partner of the LLP by himself or his legal representative(s), as on the relevant date of alteration, amendment or change.
ENTIRE AGREEMENT, SEVERABILITY & WAIVER
62. (a) The forgoing constitutes the entire agreement between The Parties hereto on the subject-matter.
(b) If any part of this Agreement is held by any Court or authority of competent jurisdiction as void or without effect it shall be limited to that extent and be binding on all parties hereto at the relevant time as a severable part thereof with nothing to affect the rest of this Agreement.
(c) A failure or a waiver of exercise of any right or power or benefits under this agreement by a Partner or Designated Partner or on their behalf shall not operate as a waiver of the same for ever during the term of this agreement nor any delayed exercise of any right or power or benefit by a Partner or Designated Partner or on their behalf under this Agreement deemed as a waiver.
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written
SIGNED & DELIVERED BY
For & on behalf of XXXXXXXXXXXXXX LLP
Mr. ABC
DESIGNATED PARTNER
Mr. XYZ
DESIGNATED PARTNER
WITNESS:
a) Signature ……………………………………..
Name ……………………………………..
Address ……………………………………..
……………………………………..
b) Signature ……………………………………..
Name ……………………………………..
Address ……………………………………..
……………………………………..
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