Procedure to Convert a Firm Into LLP
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LLP AGREEMENT
THIS AGREEMENT OF LIMITED
LIABILITY PARTNERSHIP made at………………on this…………
day of ………..20…. by and between …………..of the First
Part and ………… of the Second Part.
WITNESSES the mutual
agreement of the Parties hereto as follows:
THAT THEY BOTH shall
become Partners who shall be Designated Partners on incorporation of
the LLP to carry on partnership business as a Limited Liability
Partnership (LLP) registered under the Limited Liability Partnership
Act, 2008 (LLP Act) with a view to sharing profit upon the following
terms.
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.
“Designate 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. Business-
The Partnership business shall be………………. Until and unless
changes as mutually agreed upon by all the partners for the time
being of the LLP.
2. Name-
The name under which the Partnership business shall be carried on
will be the one permitted by the Registrar out of the three names
proposed by mutual agreement of the Parties hereto.
3. Place-
The Partnership business shall be carried on at the address given
below:
………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
City………..
District…………………….
State……….
Pin Code…………………..
ISO Country Code………….
Phone……………………….
Fax………………………….
E-mail ID……………………
As the principal place of
business and at such other place or places as the Partners shall from
time to time unanimously agree upon.
4. Term of
LLP- The Partnership shall commence on the date of
registration of the LLP, and shall continue to operate thereafter
subject to the provisions of the LLP Act, 2008, until termination of
this agreement by consent of all Partners for the time being of the
LLP.
5. LLP
Capital, Partners’ Contribution, Liability and Admission of
Partners-
(1). The capital of
Partnership shall be the sum of Rs……………………………………
(Rupees………………………………………….) brought in
cash/money’s worth of any property or services agreed by all
partners for the time being of the LLP and belonging to the Partners
initially by the Partners being the Parties hereto in equal shares
subject to the amount equivalent to 49% thereof being accepted from
such of the other Partners hereafter admitted as mutually agreed upon
by the Partners being the Parties hereto, into the LLP after its
registration at not less than 1% as capital contribution per such
Partner as his share at 100% premium payable half up-front and the
other half within 90 days of admission, so that when such capital
contribution shall have been completed the shares of the Partners
being Parties hereto shall stand at 25.5% each of the total capital
contributed. The capital contribution thus received shall go to
reduce progressively the capital originally contributed by the
Partners being the original Parties hereto equally but the same
together with the premium received in its entirety shall be retained
in the LLP business as their loan contribution made from time to tie
as and when received on the corresponding dates of receipt of capital
contribution and payment of premium from the new Partners admitted as
aforesaid. There shall be no limit on the number of Partners to be
admitted at any time and form time to time by changing the provisions
of this LLP Agreement, if necessary, and as required, subject to its
acceptance by all the then existing Partners at a meeting of theirs
or otherwise confirmed in writing.
(2). A separate capital
account shall be maintained for each Partner. No Partner shall
withdraw any part of his capital account while he is a Partner.
(3). The loan component
accrued as stated in (1) above to the Partners being the Parties
hereto shall not be withdrawn by them before 24 months from the date
of admission of the last Partner to make up for the 49% off-loading
of the capital at a premium as aforesaid; and thereafter the Parties
hereto shall be free to withdraw their loan-retention component at
not more than 5% at a time once in each 10 weeks commencing at the
expiry of the said 24 months of the total amount standing as loan
plus interest thereon as balance respectively to their credit
as at the end of the previous financial year as per the last audited
balance sheet.
(4). The Parties hereto
shall be bound to be Partners of the LLP till the loan component of
theirs is completely paid back to them by the LLP as aforesaid
whereupon their capital contribution standing at 51% shall become
re-payable in one lump-sum; and should they cease to be Partners
earlier for any reason beyond their control that hall not alter the
scheme of return of loan and capital to them or their other claimants
on their behalf, as aforesaid.
(5). 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 then Partners in their respective
proportion of capital contributions made, unless otherwise agreed
upon by all the then Partners. Existing loans advanced or deemed as
advanced by the Partners to the LLP shall not be convertible into
such capital contribution.
(6). 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.
(7). 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 LP’s registration, and it shall be the responsibility
of the first two Designated Partners of the LLP to comply with the
same.
(8). 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 (7) above.
(9). The LLP shall have a
Common Seal and it shall be laid before and adopted at he general
meeting mentioned in (7) 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 and
the same fact recorded chronologically in the Seal Book maintained
for the purpose under their signatures.
(10). 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.
(11). 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.
(12). The contents of
this para shall not be alterable till the conditions stated in sub
paras (3) and (4) above are fully complied with.
6. Bar
against admission of Partner and A
person who has any business interest in conflict with the business of
the LLP compliance of persons admitted as partner –
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. 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.
7. Interest
on Capital or Loan – Interest at the rate of….per
cent per annum on the capital contributed or loan given or credited
as given by each of the partners and standing to his credit as on the
first day of each calendar month for the previous month out of the
gross profits of the partnership business shall be credited in the
respective accounts, and such interest shall be cumulative such that
any deficiency in one financial year shall be made up out of the
gross profits of any succeeding financial year or years. For this
purpose, the financial year shall be the twelve months from the first
of April to the thirty-first of March next.
8. Withdrawal
of Loans – Every Partner may withdraw the loans
advanced or deemed as advanced by him to the Partnership business in
accordance with the terms of such sums advanced or deemed as advanced
from time to time, and if any such terms are fixed for any such loan
amount, the partner may withdraw the same after serving a notice of
ten weeks on the LLP demanding repayment at not more than 5% of the
loan plus interest standing to his credit as at the end of the
previous financial year as per the last audited balance sheet of the
LLP, in each period of ten weeks.
9. Business
transactions of Partner with LLP – 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.
10. Profits &
Losses and Partner’s Income Account – (1). Profits and losses of
the Partnership business in each financial year shall be divided
between and borne by the Partners in the proportion of their
respective capital contribution standing to their credit in the books
of the Partnership as on the last date of the relevant financial
year.
(2). Partnership profits
and losses computed as due shall be charged or credited to the
separate income account of each Partner. If a Partner has no credit
balance in the income account, losses shall be charged to his capital
account.
11. Partner’s
Drawings – Each Partner may draw out of the
Partnership funds as drawings from the credit balance of his income
account any sum of money not exceeding
Rs………………………….(Rupees…………………………………)
per each one percentage point of capital contributed per month for
his own use, subject to such drawls to be duly accounted for in each
yearly settlement of account and division of profits of the
Partnership at the end of each financial year, and the same shall be
duly adjusted to the actuals due to or from the partnership by
refunds or further drawls, as the case may be as required.
12. Book of
Accounts - (1) 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 withdrawals are
to be made by Cheques signed by the Designated Partners as determined
by them.
(2) 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 or
folio thereof during the working hours on each working day of the
week.
13. Annual
Statements of Accounts and Solvency – 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
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.
14. Audit
- The Statements of Accounts and Solvency o 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.
15. Reserve
Fund – A sum equivalent to 15 (fifteen) per cent per annum
of the net profits arrived at in the audited Annual Statements of
Accounts of the LLP shall be transferred and kept in the general
reserve fund account and the same invested in gilts every year in the
name of the LLP till it accumulates to the amount of 10 (ten) per
cent of the capital specified in para 5 above. Such reserve fund
accumulated shall be utilized for meeting extraordinary losses or
expenses or for such other purposes including the renewal of any art
of the building or other long term assets of the LLP in any way as
mutually agreed upon by all the partners of the LLP including the
Partners being the Parties hereto.
16. Division
of Annual Profit of the LLP – 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.
17. No
remuneration to Partners – No
Partner shall be entitled to any remuneration for taking part in the
conduct of the LLP’s business.
18.
Management of the LLP – (1) Partners of the
LLP other than Designated partners shall be sleeping Partners. Their
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 under para 5(3) above,
- 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 by a 75% majority vote of the Partners
present at a meeting of Partners duly called and held, except
expulsion of any partner and change of business which shall require a
unanimous decision of all the Partners excluding the 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 ten days of the genera meetings and the same kept at
the registered office of the LLP.
(2). 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 y the Designated Partners being the original
Parties hereto as agreed upon mutually between them by themselves or
otherwise so however that they both shall be the first two 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 my 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 6% of the
total capital contribution as of that date, provided both 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.
(3). 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.
(4). Any matter or
issue relating to the LLP shall be decided buy 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.
(5). Banking
arrangement s 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.
(6). 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.
(7). 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 18(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, 1956,
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.
(8). 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.
19. Performance
of work by Partner - If at any time any work for the
LLP is to be done under this Agreement or any Supplement thereto by
any partner, it may be done by any of his relative or other agent or
servant engaged by such Partner competent to do the work on condition
that any payment in that behalf shall be to the account of the
Partner concerned entailing nothing to be borne by the LLP. Where
such a Partner fails to perform such work contracted by him with the
LLP, any other Partner may do the same instead or have it done by
persons competent to do the work and engaged as his agents
additionally to such of the work, if any, contracted by him on his
own account with the LLP, at the cost of the LLP. There is nothing
contained in this para to enable a Designated partner to assign his
responsibility to anyone being an outsider to interfere in the
business management of the LLP entrusted to or undertaken by him.
20. Designated
Partner’ attention to business – The Partners
being the original Parties hereto and other Partners appointed as
Designated partners of the LLP shall at all times
- Protect the property and assets of the LLP;
- Devote the whole of their attention to the said partnership business diligently and faithfully by employing themselves in it, and carry on the business for the greatest advantage o the partnership;
- Punctually pay their separate debts t the LLP, if any, duly and indemnify the LLP or other Partners towards charges, expenses or costs incurred to protect the assets of the LLP against any failure to do so; and
- Upon every reasonable request, inform the other Partners of all other Partners of all letters, writings and other things which shall come to their hands or knowledge concerning the business of the LLP.
21. Number
of Designated partner – The maximum number of
Designated Partners appointed for the LLP hall be such as mutually
agreed upon by the Partners being the original Parties hereto or as
decided by the Designated Partners of the LLP unanimously at any time
and from time to time not exceeding ten.
22.
Sleeping Partner – All the Partners other than those
appointed as the Designated Partners of the LLP shall be Sleeping
Partners, and they shall not interfere with the carrying on the
management or conduct of the business of the LLP otherwise than as
has been provided in this Agreement and those shall not sign the name
of the LLP.
23.
Transfer or assignment of Share of Capital contribution by Partner
- (1) No Partner shall without the consent
in writing of all the Partners transfer, assign or mortgage his share
of interest in the LLP by way of a share of the profits and losses of
the LLP and to received distributions under this Agreement in any way
in whole or in part.
(2). On the
transfer of a Partner’s interest in the LLP as set out in (1).
Above, section 42(2) and (3) shall become applicable to the
transferor Partner and the transferee, respectively.
24. Death or
voluntary retirement of Partner – If any Partner
shall die or have voluntarily retired, a statement of account shall
be taken and made out of his share of the capital and effects of the
LLP ad of all unpaid interest ad profits due to him up to the time of
his demise or retirement and be paid at the earliest as may be
decided by the Designated Partners of the LLP, subject to required
adjustments between his capital account and income account
transactions and transfers made till the date f death or retirement,
as the case may e, and balances struck as certified by the Auditor
for the time being of the LLP. The said statement of account shall
include the Partner’s share of profit and loss for the period from
the beginning of the financial year in which his death or retirement
occurs until the end of the calendar month in which the event takes
place.
25.
Representative of deceased or retired Partner – At
the discretion f the remaining Partners, the nominee or
representative of the deceased or retired Partner may be admitted as
a sleeping Partner against retention of the dues to the former
Partner by the LLP. In no case such persons shall have the power to
interfere in the management or conduct of the LLP’s business by
virtue of anything done by the Partner who had existed.
26. Purchase
of share of retiring, expelled deceased or insolvent Partner
– If a Partner shall die, retire or be expelled or become
insolvent, then, the remaining Partners shall have the option of
first refusal to busy the share of such a partner in the LLP, and the
option may be exercised by notice in writing fixing a month’s time
by either side given to the other side. The purchase price shall be
the amount at which such share shall stand by the last audited
balance sheet prior to the date of the event of exit of the Partner
net of his drawals, plus interest thereon at……..per cent
per annum to the date of the event, plus his share of current
profits, if any, in the broken part of the year next following
determined in terms f this Agreement, either in one lump-sum or as
otherwise agreed with the retiring Partner or his personal or legal
representatives, against an indemnity provided against the debts,
engagements or other liabilities of the partnership devolving to the
account of the Partner that existed.
27. Expulsion
of Partner – This provision of this Agreement shall
operate as an express agreement of the Partner: a Partner may not be
expelled by a 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 the provisions of this Agreement in that
behalf.
28.
Goodwill – A valuation of the assets, effects and of
the goodwill including the Partnership name shall be made at three
ties 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 existed, 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 exist within six (6) calendar months from the date of exit, any
delay beyond attracting interest at 12 (twelve)per cent 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.
29. Retiring
Partner not to carry on competing business – An
outgoing or retiring Partner, whose dues have been settled and paid
of in accordance with the covenants in this Agreement, shall not
during the period of two (2) years from the date of his exit as
Partner carry on or engage or be interested directly or indirectly in
any business competing with the LLP anywhere in the State where the
LLP’s registered office is situated.
30. Contracting
on behalf of the LLP – All contracting by way of
placement of orders for supplies to the LLP shall be carried out only
by the Designated Partners in the manner as mutually agreed upon
between them at any time and from time to time.
31. Giving
Credit – No Designated Partner shall lend money or give
credit to or have any dealings on behalf of the LLP with any person
or company or LLP or other entity whose credit-worth is doubtful and
who is forbidden due to former crisis of confidence confronted by the
LLP in dealing with him or it.
32. Acts
forbidden – Without the consent given in writing of
the other Partners, no Partner while he is a Partner for the time
being of the LLP shall -
- Transfer, assign otherwise encumber his share in the assets or profits of the LLP;
- Engage or be concerned or interested in any other business, directly or indirectly as and competing with the LLP all profits made by him in that business;
- Do any act that may conflict his interest with the interest of the LLP or any of its other Partners;
- Take any apprentice or hire or dismiss (except in cases of gross misconduct) any servant or agent of the LLP;
- Lend any money or deliver upon credit any of the goods of the LLP to any person or persons whom the other Partners shall have previously in writing forbidden to trust;
- Give any unauthorized security or promise for the payment of money on account on behalf of the LLP except in the ordinary course of its business;
- Secure unauthorized surety or guarantee for anyone encumbering or otherwise charging or pledging the properties of the LLP;
- Draw or accept or endorse unauthorisedly any bill of exchange or promissory note on LLP’s account;
- Draw and sing any Cheque on behalf of the LLP unauthorisedly in excess of Rs……..on its banking account;
- Remit the whole or part of any debt due to the LLP;
- Lease, sell, pledge or do other disposition of any of the LLP’s property otherwise than in the ordinary course of business;
- Commit to buy or buy any immovable property for the LLP;
- Go and remain out of station on LLP’s business for more than……….days in a row;
- Do any act or omission rendering the LLP liable to be wound up by the Tribunal;
- Share business secrets of the LL with outsiders;
- Derive profits from any transaction of the LLP or from the use of its name, resources or assets or business connection by carrying on a business of the nature as competes with that of the LLP, and remain without accounting for the same to the LLP;
- Submit a dispute relating to the LLP’s business to arbitration;
- Open a banking account on behalf of the LLP in his own name;
- Commit to compromise or relinquish any claim in whole or in part of the LLP;
- Withdraw a suit filed on behalf of the LLP;
- Admit any liability in a suit or proceeding against the LLP;
- Enter into any partnership joint venture, float any subsidiary LLP or company with the LLP being the promoter or acquirer of interest or control.
33. Notice
– (1) To the LLP – Any notice by the Partners to the
LLP may be given by addressing to the LLP and leaving it at the
registered office of the LLP.
(2) To a Partner –
Any notice to a Partner shall have been sufficiently given by the LLP
by leaving it addressed to the Partner at the registered office of
the LLP or by sending the same by registered post to his usual or
last known address.
34. Term of
validity f deed – Duration of this Agreement shall be FIVE
YEARS beginning from the date first above mentioned, subject to the
condition that this deed may be extended further by mutual consent in
writing of the Parties hereto upon such terms and conditions or with
such modifications as may be mutually agreed upon between them. In
the event that the LLP remains not formed as envisaged in this
agreement within 6 months from the date hereof, this agreement shall
stand null and void with no claims inter se the parties hereto
claimed or paid by any.
35. Covenant
against breaking away – During the first five years
of the subsistence of this agreement, none of the Parties hereto
shall be entitled to part with the LLP unless mutually agreed upon in
writing.
36. Partners
and LLP to ratify this agreement to be bound
– This agreement shall become valid to bind the LLP on its
incorporation on its being ratified by all of its partners both for
themselves and on behalf of the LLP in terms of section 23(3) of the
LLP Act, 2008.
37.
Termination & Dissolution – 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.
38. Arbitration
– (1) 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 r by arbitration as provided under the
Arbitration and Conciliation Act, 1996 as if the parties to the
dispute have consented in wr4iting for determination of the same as
aforesaid and the provisions of the said Act apply accordingly.
(2). 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.
39. Alteration
or amendment – 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.
40. Entire
agreement, Severability & Waiver – (1)
The forgoing constitutes the entire agreement between the Parties
hereto on the subject-matter.
(2). 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.
(3). 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.
Party of the First Part
Party of the Second Part
……………………..
…………………………
Ratification of the
LLP Agreement
POST-INCORPORATION OF THE
……………….LLP.
By Partner –
“The LLP Agreement
hereinabove is hereby ratified”
(a). Designated Partner
of …………….LLP. – Name and Signature
(b). Designated Partner
of …………….LLP. – Name and Signature
©. Partner of ……………..LLP
– Name and Signature
(d). Partner of…………….LLP
– Name and Signature
(e). etc.
Place: ……….
Date: …………
Ratification of LLP
Agreement
POST-INCORPORATION
OF……………..LLP on its behalf
By its authorized
Designated Partner
“The LLP Agreement
herein above is hereby ratified”
For and on behalf of
………………LLP
As decided at its
general meeting of Partners held on…………………..20….
(1) (2)
Signature of Designated Partners
Place: …………….
Date:
……………….
Thanks & Regards,
CS Meetesh Shiroya
Nice blog. Thanks for sharing the information with us. A partnership deed is an entity that is founded to operate a company with a view to earning profit with two or more persons.
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ReplyDeleteLLP Registration in Agra
Good topic . Anyone wishing to be nominated as a Designated Partner of a Limited Liability Partnership must register for a Designated Partner Identification Number
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