LLP Agreement

[Printed to Non judicial Stamp paper of INR 100]

LIMITED LIABILITY PARTNERSHIP AGREEMENT

This Limited Liability Partnership Agreement (the “LLP Agreement” or “the Agreement”) made and entered into this (Date) day of (Month) (Year) at “(Address)”:

“By and Between”

1. Mr. X, S/o- (Father’s Name), having PAN – (PAN), Residing at (Address), hereinafter known as the party of the FIRST PART; AND

2. Mr. Y, S/o- (Father’s Name), having PAN – (PAN), Residing at (Address), hereinafter known as the party of the Second PART;

Note: “No of Parties depends upon the needs and requirement of the deed, it may vary from case to case.”

(Depending on the context in which such term is used, each party to this Agreement shall be singularly known as ‘Partner’ or ‘Party’ and collectively as ‘Partners’ or ‘Parties’)

WHEREAS a Limited Liability Partnership was formed under the name and style of “[ Name of LLP]” on [Date] having LLP Identity Number : […-….] and for which a Limited Liability Partnership Agreement was entered between [Name of Parties to the deed] on [Date] and the same was duly registered with the Ministry of Corporate Affairs.

AND WHEREAS Mr. X and Mr. Y, are the designated partners of the LLP.

AND WHEREAS the parties hereto have agreed to continue to do and carry on business of construction and development, promoting and shall act as developers for construction of buildings, housing complexes, real estates, etc. and other allied activities or any such other business as the partners may from time to time unanimously agree upon in the name and style of “[Name of LLP]” on the terms set forth in this LLP Agreement.

NOW, THEREFORE, THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT WITNESSETH AS FOLLOWS:

Article 1

RECITALS

The parties hereto have agreed and hereby consent to this LLP Agreement –

• to form a Limited Liability Partnership in the name and style of [Name of LLP];
• to provide for their respective rights, powers, duties and obligations as Partners; and
• to reduce the terms and conditions relating to the management, operation and closure of LLP in writing.

This LLP Agreement shall be filed with the Registrar at the time of incorporation of the LLP in accordance with the provisions of the LLP Act, and subsequently on each modification(s) thereto.

Article 2

DEFINITIONS

2.1 In this LLP Agreement and the Schedules annexed hereto the following terms shall have the meanings as assigned to them herein below, unless the context otherwise requires:

(a) “Address” in relation to a partner of a LLP, means:

(i) if an individual, his usual residential address; and

(ii) if a body corporate, the address of its registered office;

(b) “Agreement” or LLP Agreement; means this Agreement, as originally executed and as amended, modified or supplemented from time to time;

(c) “Accounting Year” or “Financial year” of the LLP means the period from the 1st day of April of a year to the 31st day of March of the subsequent year;

(d) “Business: means the activities, management and operations of the LLP as set out in this Agreement;

(e) “Capital Contributions” mean the contributions made by the Partners to the LLP pursuant to Article 9 hereof and, in the case of all the Partners, the same would refer to the aggregate of all such capital contributions;

(f) “Confidential Information” means and includes, but is not limited to, all information of a secret or confidential nature relating to the affairs of [Name of LLP] or any person related to the LLP whose information is held within the LLP. This kind of information would also include in its ambit,

(g) “Designated Partner(s)” mean the Partner(s) whose names is/are set forth in the Schedule 2 to this Agreement and include any Partner designated as such pursuant to the provisions of this LLP Agreement, and who has given his prior consent to act as such to the LLP in the prescribed form;

(h) “LLP Act” or “the Act” shall mean the Limited Liability partnership Act, 2008, as amended from time to time;

(i) “LLP Rules” mean the Limited Liability Partnership Rules, 2009, as amended from time to time.

(j) “Partner(s)” in relation to this LLP, means any person who becomes a partner in this LLP in accordance with the LLP Agreement named in Schedule 1 to this LLP Agreement and the applicable provisions of the LLP Act;

(k) “Partners’ Interest” means the ownership interest of a Partner in the LLP, including a Partners’ right to share in the income, gain, loss, deduction and credits of and the right to receive distributions from the LLP. It also includes a Partners’ right to vote and otherwise participate in the operation or affairs of the LLP as provided for in this Agreement and under the LLP Act;

(l) “Registrar” shall have the meaning, as assigned under the LLP Act;

(m) “Resident in India” means a person who has stayed in India for a period of not less than one hundred and eighty two days during the immediately preceding one year.

Terms not defined herein but defined under the LLP Act or LLP Rules, shall have the respective meaning assigned to them under the LLP Act or LLP Rules.

Unless specifically stated to the contrary, any masculine word (‘his”) or expression shall include feminine (‘her”) and vice versa and any singular word or expression shall include plural and vice versa.

Article 3

NAME, OBJECTIVE AND FORMATION

3.1 Name:

The business of the LLP shall be carried on in the name and style of [Name of LLP]. Any change in the name of the LLP shall be notified to the Registrar by the Designated Partner(s) in accordance with the provisions of the LLP Act and the Rules.

3.2 Registered Office:

[Name of LLP] shall have its registered office at [Address] and/or such other place as may be mutually agreed upon. Upon any change in the registered office address of the LLP, it shall be the duty of the Designated Partners of the LLP to notify the same to the Registrar in the form and manner as prescribed to the Act and the Rules.

3.3 Business:

The nature and purpose of the business to be conducted by [Name of LLP] is to engage, inter alia, in the field of Real Estate and Infrastructure development as particularly described in Schedule 3 to this Agreement. The LLP may engage in any and all activities necessary, desirable or incidental to the accomplishment of the conduct of such business of the LLP including but not limited to such ancillary business. It may also include any other business conducted in such manner as may be decided by the majority of Partners from time to time. Nothing set forth in this Agreement shall be construed as authorizing the Partners to possess any purpose or power, or to do any act or thing, forbidden by law to a LLP formed under the LLP Act.

3.4 Place of business:

The LLP business shall be carried out at the premises referred to in this Agreement, i.e., at [Address].

3.5 Term:

[Name of LLP] as constituted under this Agreement shall be deemed to be have commenced its business on and from the date of incorporation of the LLP and shall continue until dissolved and liquidated in accordance with the provisions set forth in this Agreement and as provided under the Act and/or the Rules.

3.6 Incorporation:

The incorporated LLP shall be duly organized and continue to validity exist under the laws applicable to it. The LLP, upon its incorporation, shall be qualified to do business and shall have all the requisite powers and authorities to inter alia conduct its business, to own, lease and operate its properties and to execute, deliver and perform this Agreement.

The Partners shall complete and deliver such forms as may be required to the Registrar and pay all required fees to incorporate the LLP in accordance with the LLP Act. The certificate of registration of the LLP shall be kept at the registered office of the LLP.

3.7 Common seal:

[Name of LLP] shall have a common seal, as agreed upon by the Partners, to be affixed on documents under the signature of at least two (Designated) Partners as authorised by way of a decision taken at the meeting of the Partners.

3.8 Banker(s):

The authorized/designated banker of the LLP shall be such as the Partners may from time to time unanimously agree upon. The bank account in the Designated Bank shall be operated by at least two of the Designated Partners or in such manner as may be unanimously decided by all the partners present in the meeting in which such decision is taken.

Article 4

PARTNERS AT THE TIME OF INCORPORATION

4.1 Initial Partners:

The Partners who have subscribed their names to the LLP Agreement and to the incorporation document to be filed with the Registrar on the incorporation of the LLP shall be the Partners of the LLP at the time of its incorporation.

4.2 Changes in Partners:

Any change in the Partnership shall be reflected in this Agreement and shall be intimated to the Registrar in a manner and by giving such notice, as prescribed under the LLP Act.

Article 5

DESIGNATED PARTNERS

5.1 Designated partners at the time of Incorporation:

The Designated Partners shall be nominated and appointed by the Partners whose names have been set forth in Schedule 2 to this Agreement, and who have given their consent to act as such, in the prescribed form. The names of the Designated Partners, as on the date of incorporation, along with their corresponding Designated Partner Identification Number (“DPIN”) and signatures have been provided in the said Schedule.

5.2 Responsibility of legal compliance:

The Designated Partners shall be responsible for doing of all such acts, matters and things as are required to be done by the LLP in respect of compliance with the provisions of the LLP Act including filing of any document, return, statement and the like report pursuant to the provisions of the LLP Act or as specified in this LLP Agreement.

5.3 General role:

In addition to their specific role and responsibilities under any Article(s) of this Agreement, the designated partners shall be responsible for carrying out the provisions and the purpose(s) of this Agreement.

5.4 Remuneration:

The LLP shall pay such remuneration to the Designated Partner(s) as may be decided by the majority of the Partners, for rendering the services as such.

Article 6

PRE-INCORPORATION AGREEMENT

6.1 The Partners hereby agree to adopt and bind [Name of LLP] to the agreements, contracts and arrangements, more specifically provided for in Schedule 4 to this Agreement, entered into by and between the then intending Partners and/or other parties prior to the incorporation of [Name of LLP] in furtherance of the incorporation of this LLP and promotion of the proposed business of this LLP.

Article 7

MANAGEMENT OF THE PARTNERSHIP

7.1 Day to day management:

Subject to the provisions of this Agreement, day-to-day operation of the LLP shall be vested with the Designated Partners, who shall have the power on behalf and in the name of [Name of LLP] to carry out any and all of the purposes of the LLP in accordance with the powers delegated to them by the Partners, in the manner prescribed herein below.

7.2 Decision by majority:

Unless otherwise provided herein or prescribed in the Act, all specific decision will be made on a ‘simple majority’ basis. Reference to ‘simple majority’ shall be made to in the context of the value of contribution made by the Partners.

7.3 Delegation of authority:

The Partners would through a resolution passed at their meeting authorise the Designated Partners to do such specific acts, deeds and things, as they may think fit and proper. The partners can take any decision by passing resolution through circulation. Resolution will be passed when approved by majority of members. Such approval can be through electronic means, physical means or any other technologically suitable means.

7.4 Matters requiring approval of all Partners:

Subject to the provisions of this Agreement, the following shall be unanimously decided upon and approved by all the Partners:

(a) Change of name of the LLP

(b) Change in business (es) of the LLP by way of omitting, adding or substantially changing any business (es);

(c) Admission of new Partner;

(d) Increase in the capital contribution of the Partners;

(e) Appointment of removal of a Designated Partner;

(f) Opening of new bank account in the name of the LLP. However the partners

shall decide about the mode of operation amongst themselves.

(g) Purchase of any fixed assets or incurring of any capital expenditure;

(h) Amendment to any Article of this Agreement;

(i) Removal of Auditor;

(j) Finalising and signing the annual statement of accounts and statement

of solvency.

Article 8

MEETINGS

8.1 Frequency of meetings:

Periodic meetings shall be held as determined by the Designated Partners of LLP. There shall not be a gap of more than three months between two meetings. Meetings of the Partners for any specific purpose may be called at any time by any of the Designated Partners or by any other Partner.

8.2 Service of notice for meeting of partners:

The meeting of Partners may be called by giving 7 days’ notice. The meeting may be called at a shorter notice, provided majority of the Partners agree thereto either by way of an advance communication to the LLP or in the concerned meeting itself.

8.3 Service of notice for meeting of partners:

The meeting of Partners may be called by giving 7 days’ prior notice to all the Partners at their residential address or electronically to the email addresses provided by the individual Partners in writing to the LLP.

8.4 Meeting through teleconferencing, videoconferencing, or through any other telecommunication/electronic media:

A meeting of the partners may be conducted through teleconferencing, videoconferencing, or through any other telecommunication/electronic media, to which the Partners may agree to.

8.5 Appointment of Chairman:

At each meeting, a Chairman shall be appointed from amongst the Partners present, who shall preside over the proceedings of the said meeting.

8.6 Venue of meeting:

The meeting of Partners shall ordinarily be held at the registered office of the LLP or at any other place as may be unanimously decided by the Partners.

8.7 Quorum:

Two Partners, personally present throughout the meeting, shall constitute the quorum for a meeting of the Partners. In case the quorum is not present at the beginning of the meeting or where the attendance falls below two at anytime during the meeting, the meeting shall be adjourned to the same time and place on the next working day. In case quorum is not present at such adjourned meeting also, a fresh notice calling the meeting shall have to be sent to all the Partners in the manner prescribed herein.

8.8 Minutes:

The decisions taken at each meeting of the LLP shall be fairly and accurately recorded in the minutes and such minutes shall be maintained at its registered office. The minutes of a meeting shall be signed by the Chairman of that meeting or by the Chairman of the immediate next meeting.

Article 9

PARTNERS’ CONTRIBUTION

9.1 Initial contribution:

The LLP shall maintain separate capital contribution account for each Partner. The Capital of the LLP shall be Rs. [Amount of Capital] which shall be contributed in the proportion detailed in Schedule 5. Each Partners’ contribution to, or withdrawal from, the LLP shall be respectively credited to, or, debited to the Partners’ Capital Account or the Current Account, as the case may be.

9.2 Form of Contribution:

The contribution of the Partner may be tangible, intangible, moveable or immoveable property, or in the form of contract of service, etc. However, the contribution in a form other than money shall be valued by an approved valuer, as provided under the LLP Act/Rules.

9.3 Nature of contribution:

Subject to the provisions of this Agreement, the capital commitment of a Partner shall represent the maximum aggregate amount of cash and property that such Partner is required to contribute to the capital of the LLP in terms of this Agreement and shall not be changed during the term of the LLP, without such Partner’s consent.

9.4 Additional contribution:

Any further capital contribution, (if required by the LLP), shall be brought by the Partners in their profit sharing ratio. A decision to bring in further capital contribution shall be taken by the partners in a duly convened meeting.

9.5 Withdrawal of contribution:

Subject to the provisions of this Agreement, no Partner shall have the right to withdraw from the LLP all or any part of his capital contribution.

9.6 Mode of return of capital contribution:

A Partner, irrespective of the nature of his capital contribution, shall only have the right to demand and receive cash in return for his capital contribution. This shall however be subject to the agreement of the partners in a duly convened meeting.

9.7 Interest on contribution:

No interest shall be payable on or with respect to the capital contributions or capital accounts of Partners.

9.8. Liability in case of death or disability of Partner:

The interests of Partners in the LLP constitute their personal estate. In the event of the death or legal disability of any Partner, the executor, trustee or administrator of such Partner shall be bound by the provisions of this LLP Agreement. In case a Partner is not a natural person, the legal representative of such Partner shall be bound by the provisions of this LLP Agreement.

Article 10

ADMISSION OF PARTNERS/DESIGNATED PARTNERS

10.1 Admission of new Partner:

A new Partner may be introduced with the consent of all the Partners on such terms and conditions as the Partners may agree with the person to be introduced as a Partner in the LLP.

10.2 Changes in Designated Partner:

The LLP may appoint or remove a Designated Partner with the approval of all its Partners. In any decision concerning removal of a Designated Partner, the concerned Designated Partner shall not be a party and shall not be entitled to cast his vote.

10.3 Number of Designated Partners:

The LLP shall, at all given times have at least two Designated Partners, and one of whom shall be resident in India. The maximum number of Designated Partner shall not exceed 10 (Ten) at any point of time. In case no Designated Partner is appointed or if at any time there is only one or no Designated Partner, each Partner shall be deemed to be a Designated Partner.

10.4 Requirements for appointment as Designated Partner:

For a person to be appointed as a Designated Partner, he must:

(a) be a Partner, or in case the Partner is body corporate, be an authorised nominee of such Partner;

(b) be an individual;

(c) be holding a valid DPIN as prescribed under the LLP Act and the rules made there under;

(d) furnish his consent to act as a Designated Partner, in the manner and form prescribed under the LLP Act and the rules made there under;

(e) fulfill such other requirements as imposed by the LLP Act.

Article 11

CESSATION OF PARTNERS

11.1 Resignation/Voluntary withdrawal:

No Partner shall withdraw or resign from the LLP without the prior consent of other Partners provided such consent is not unreasonably withheld or delayed. A Partner may tender his intent to resign as a Partner by giving not less than 7-days’ notice in writing.

11.2 Entitlement of resigning/Deceased Partner:

The resigning Partner/the former Partner, or a person entitled to his share is consequence of the death or insolvency of the former partner, shall be entitled to receive from the LLP within 1(one) month of his ceasing to be a partner in the LLP:-

1. an amount equal to the capital contribution of the former Partner actually made to the LLP; and
2. his right to share in the accumulated profits of the LLP, after the deduction of accumulated losses of the LLP, determined as at the date the former Partner ceased to be a Partner.

Such entitlements shall however be subject to deduction/charging of applicable taxes, if any. A former partner or a person entitled to his share in consequence of the death or insolvency of the former partner shall not have any right to interfere in the management of the LLP, in any manner whatsoever.

11.3 Death of Partner:

On the death of any Partner, the LLP shall not be dissolved. In such a case, the following order of preference shall be followed:

1. the deceased Partner’s legal heir shall have the choice of either being admitted as a Partner in his place; or
2. selling of his share to any of the existing Partners; or
3. in case the existing Partners refuse to purchase the share as above, selling the share to such person as may be mutually agreed amongst the surviving Partners and the legal heir.

The person purchasing the share of the deceased Partner shall also enter into a covenant to indemnify the legal representatives of the deceased Partner from the existing and future debts, obligations and liabilities of the LLP. In addition, the person purchasing the shares of the deceased partner shall sign a ‘Deed of Adherence’ to the effect that he shall unconditionally honour this LLP Agreement.

11.4 Determination of price of share of the resigning / deceased Partner:

Price of the share of resigning/deceased Partner generally shall not be less than the amount at which such share shall stand in the last balance sheet, as at the date the former Partner ceased to be a Partner. The selling partner or in the event of his death, his authorised representative may charge such premium or, as the case may be, apply such discount as the parties may mutually agree on the basis of a valuation done by a valuation professional.

11.5 Expulsion of Partner and termination of his partnership:

If any Partner-

• Becomes bankrupt or a lunatic or otherwise permanently incapable of attending to the business of LLP; or
• Commit a material breach (other than a technical/procedural default) of any of the provisions of this Agreement, or
• Commits any criminal offence or does or suffers any act which would be a ground for the dissolution of the LLP by the Court/Tribunal,

It shall be, in such a case, lawful for the other Partners by notice in writing to the offending or incapacitated Partner or his trustee or official assignee to expel/terminate such Partner and the other Partners shall have the option to purchase his share and pay the purchase price to the offending Partner or his trustee or official assignee.

11.6 Insolvency of Partner:

If a Partner becomes insolvent, the LLP will not be dissolved. The insolvency shall cause automatic vacation of office of such Partner in the LLP. The remaining Partners shall have the option to purchase the share of such insolvent Partner and the purchase price shall be calculated in the manner prescribed in Article 11.4 hereof.

11.7 Other effects of cessation:

The cessation of a Partner/Designated Partner from a LLP shall not by itself discharge the Partner from any obligation towards the LLP or to the other Partners or to any other person which he incurred while being a Partner/Designated Partner.

Article 12

BOOKS OF ACCOUNTS

12.1 Business to be carried out in the name of LLP:

All transactions of the LLP shall be done in the name of the LLP and all goods shall be purchased or sold by and in the name of the LLP. Similarly, all services shall be availed or rendered by and in the name of the LLP. All the bills, vouchers, delivery notes, receipts, etc. shall be issued in the name of the LLP.

12.2 Accounting of LLP expenses:

All outgoings and expenses of the LLP and all losses or damages incurred, interest payable for any loans received and taxes, etc. shall be paid first out of the profits of the LLP; and next out of Partners’ capital account in the shares in which they are entitled to the net profits of the LLP.

12.3 LLP receivables:

All moneys, bills, notes, cheques and other instruments received by the LLP shall as and when received be paid and deposited in the Designated Bank to the credit of the account of the LLP, except such amount of cash sum(s) as are immediately required to meet the current expenses of the LLP.

12.4 Maintenance and audit of books of account:

The accounts of the LLP shall be maintained according the accounting year (April to March), and a Statement of Account and Solvency shall be drawn of all the capital assets and liabilities of the LLP, as at 31st March in each year and, if required by the LLP Act/Rules, the Statement of Account and Solvency shall be audited by a Chartered Accountant appointed in terms of this Agreement and applicable provisions of the LLP Act.

12.5 Place of maintenance of books of account:

The LLP shall maintain its books of accounts and other books at the registered office of the LLP. Such books shall be updated in a regular manner and shall not be removed from the registered office without the consent of all the Partners.

12.6 Approval of accounts:

The accounts of the LLP as on 31st March each year shall be approved by all the Partners of LLP which shall then be binding on all the Partners and a copy thereof shall be distributed to each of Partners.

12.7 Basis of maintenance of accounts:

Complete books and records of the LLP shall be maintained accurately reflecting the accounts, business and transactions of the LLP as conducted in each financial year. Such books and records shall be maintained on an accrual basis according to the double entry system of accounting and in accordance with such standards and guidelines as may be prescribed under the LLP Act and/or the Rules; or by the Institute of Chartered Accountants of India; or any other competent authority.

Article 13

STATUTORY RECORDS AND FILINGS

13.1 Maintenance of records:

The LLP shall keep at its registered office:

a. A current list of the full name and last known business, residence or mailing address of each Partner and Designated Partner in alphabetical order;

b. Copies of this LLP Agreement, and all amendments and modifications hereto;

c. Copies of the income-tax returns and reports of the LLP, if any;

13.2 Annual filing:

The LLP shall prepare and file with the Registrar, a Statement of Account and Solvency, within a period of six months from the end of each financial year and an Annual Return with the Registrar within sixty days of closure of its financial year, in the form prescribed under the LLP Act.

Article 14

STATUTORY AUDITORS

14.1 Appointment by Designated Partners:

Upon reaching the prescribed threshold limit of contribution or turnover for appointment of auditor, as provided under the LLP Act/Rules, the Designated Partners shall, by passing a resolution at their meeting, appoint the first statutory auditor within three months of reaching the above threshold limit, to audit the accounts of the LLP. Further, in case of resignation/death or removal of auditor, the Designated Partners may appoint the statutory auditor to fill the vacancy.

14.2 Appointment by Partners:

In case the Designated Partners fail to appoint a first statutory auditor as above, the Partners may, through a resolution passed at their meeting appoint an auditor. Further, any subsequent appointment (including re-appointment of the existing auditor) of auditor shall be made by the Partners in their annual meeting, in which Statement of Account and Solvency are to be considered and approved.

14.3 Audit Fee:

The fee to be paid to the statutory auditor shall be collectively decided by the Designated Partner(s), subject to such restrictions as may be imposed by the Partners through a resolution passed at their meeting.

14.4 Qualification for appointment as Auditor:

A person shall not be qualified to be appointed as statutory auditor of the LLP unless he is a Chartered Accountant in practice. A firm or Chartered Accountants in practice or a Limited Liability Partnership formed exclusively by Chartered Accountants in practice may also be appointed as statutory auditor, subject to the permissibility thereof by their governing body, the Institute of Chartered Accountants of India.

14.5 Appointment on annual basis:

An auditor of a LLP shall be appointed for each financial year of the LLP for auditing its accountants. An auditor so appointed shall hold office in accordance with the terms of his appointment and shall continue to hold such office till the period:

1. New auditors are appointed, or
2. He is re-appointed.

14.6 Effect of failure to appoint auditor:

Where no auditor has been appointed as above, any auditor holding the office of statutory auditor shall be deemed to have been re-appointed, unless the majority of Partners have determined that he should not be re-appointed and have given a notice to this effect to the LLP.

Article 15

PROFIT SHARING AND OTHER DISTRIBUTIONS TO THE PARTNERS

15.1 Salaries and drawings:

None of the Partners, except the Designated Partners, shall receive any salary/remuneration for services rendered to the LLP.

Subject to any agreement amongst majority of the partners to this effect, none of the partners shall withdraw the initial capital contribution made by him/her towards the ‘capital account’. Each Partner/Designated Partner shall be entitled to a monthly drawing as may be decided by the partners towards expenses incurred/to be incurred for and on behalf of the LLP for which he/she shall submit supporting receipts or vouchers.

After the close of first accounting period/year, the partners can withdraw a specific amount from his/her current account as the partners may decide.

15.2 Profit Sharing:

The net profits of the LLP arrived at after payment of applicable taxes and providing for payment of remuneration to the Designated Partners and interest to Partners on the loan given by them shall be divided in the proportions specified in Schedule 6 of this Agreement. Losses, if any shall be borne by the Partners in the same proportion as Profits.

Article 16

RIGHTS OF PARTNERS

16.1 Right to take part to business:

Every Partner of [Name of LLP] shall have the right to take part in conduct of business of the LLP.

16.2 Rights, title and interest in asserts and properties:

In the event of any distribution, all Partners shall have the rights, title and interest in all the assets and properties in [Name of LLP]. Such rights, title and interest shall be in the proportion of their respective capital contribution.

However, if a Partner becomes insolvent during his tenure as a Partner in [Name of LLP] his rights, title and interest in the LLP shall vest with the official assignee or the liquidator, as the case may be.

16.3 Right to access and inspect books:

All the Partners shall have the right to access, inspect and copy and books of [Name of LLP]

16.4 Right to continue independent business:

Each of the Partners of [Name of LLP] shall be entitled to initiate or carry on an existing, separate and independent business only if the said business not similar in nature to and does not compete with the business of [Name of LLP]. The said Partner shall not use the name of [Name of LLP] to initiate or carry on such business.

16.5 Right to recover debt due:

If any Partner advances any sum of money to [Name of LLP]over and above his due contribution to capital, the same shall be a debt due from [Name of LLP] to the Partner advancing the same and shall carry simple interest at the rate of [ % ] per annum or any other rate as decided by the Partners unanimously. Further, the Partners can contribute capital in the form of current account apart from their normal capital account and the interest to be paid on such current account shall be mutually decided by the partners.

Article 17

DUTIES OF PARTNERS

17.1 Fiduciary duties:

Each Partner of [Name of LLP] shall be bound to carry on the business of the LLP in a diligent manner to the greatest common advantage, to be just and faithful to each other, and to render true and fair statements of account and solvency, and other information relating to the state of affairs of the LLP.

17.2 Duty to indemnify loss caused by fraud:

The defaulting Partner(s) shall indemnify the LLP and the other existing Partners for any loss caused to it by his fraud/fraudulent conduct of the business of the LLP. In such case, the partner/designated partner involved shall carry unlimited liability, at his own risks.

17.3 Duty to pay back personal profits earned by Partners:

If any Partner of [Name of LLP] derives any profit for him without the consent of the LLP from any transaction concerning the LLP, or from use of the property or business connection of the LLP or the name of the LLP, he shall account for that profit and pay the same to the LLP.

17.4 Duty not to compete with the business of the LLP and consequences of violation thereof:

No Partner of [Name of LLP] shall engage in any business that is similar in nature to and is competing with the business of [Name of LLP] during his tenure as a Partner in [Name of LLP] without the consent of the other partners. In case of an existing competing business of any existing Partner(s), the concerned Partner(s) shall intimate the same to the LLP and other Partners of the LLP and shall obtain the consent of all the Partners.

If a Partner, without the consent of the other Partners of the LLP, carries on such business, as mentioned hereinabove, he shall be liable to account for and pay over to the LLP the proportion of profits made by him/his business entity from such competing business.

17.5 Confidentiality of partnership information:

(a) Disclosure of a Partners’ confidential information to any of the officers, employees, consultants or third party shall be made only if required and to the extent necessary to carry out rights and responsibilities under this Agreement, or as required under any law for the time being in force, or by any statutory authority.

(b) Each Partner shall exercise the same standard of prudence and diligence, but not less than a reasonable standard of prudence, as he exercises to protect its own confidential information to ensure that the employees, consultants and other representatives of the LLP, or the entity with which such Partner is related, do not disclose or make any unauthorized use of confidential information of another Partner. Each Partner shall promptly notify the other Partner of any unauthorized use or disclosure of confidential information of another Partner.

(c) Within sixty days following termination or expiration of this Agreement each Partner will return to the other Partner, or destroy, upon the written request of the concerned Partner, all confidential information disclosed to it by the concerned Partner pursuant to this Agreement, including all copies and extracts of documents.

Any employee who has access to confidential information of another Partner is liable to maintain such information in confidence and not to use such information except as expressly permitted in this Agreement. Each Partner hereby agrees to enforce confidentiality obligations by which its employees and consultants are bound.

17.6 Other duties

No Partner shall without the written consent of other Partners;

Engage or except for gross misconduct, dismiss any employee of [Name of LLP].

Employ any money, goods or effects of the Partnership or pledge the credit thereof except in the ordinary course of business to the account and for the benefit of [Name of LLP].

Enter into any bond or become surety or security with or for any person or do such act or knowingly cause such act to be done whereby the property of the LLP or any part thereof may be attached, seized, hypothecated, mortgaged or offered as security. The loans taken from the banks or financial institutions in exercise of their powers by the Designated Partners in the ordinary course of the business shall be outside the purview of this clause.

Assign, mortgage or charge any asset or property of the LLP. However, the Partners shall have right to assign/transfer their share of profits and losses in the LLP as well as to receive distribution in the LLP, in full or in part.

Lend money or give credit on behalf of [Name of LLP] or carry out any dealings with any persons, company or firm whom the other Partners have forbidden to trust or deal with.

17.7 Liability of Partners to make good losses incurred in certain cases:

Any loss incurred through breach of the provisions mentioned above shall be made good to [Name of LLP] by the Partner whose conduct caused the LLP to incur the same.

Article 18

PARTNERS’ RELATIONS, AUTHORITIES, RESTRICTIONS AND LIMITATION OF LIABILITIES

18.1 Inter se relation among Partners and their relation with the LLP:

Every Partner shall for the purpose of the business of the LLP, be the agent of the LLP, but not of other Partners.

18.2 Restriction on authority:

No Partner shall:

a. Have the right or authority to bind or obligate the LLP to any extent whatsoever with regard to any matter outside the scope of the purpose of the LLP;

b. Use the LLP name, credit, or property for other than the purposes of the LLP;

c. Do any act detrimental to the interests of the LLP or which would make it impossible to carry on the business or affairs of the LLP.

18.3 Prohibited acts:

Except as otherwise expressly provided in an Agreement;

Partners or Designated Partners of the LLP and other employees of the LLP shall not compete with the LLP in the conduct or winding up of the activities of the LLP.

18.4 Extent of Partner’s liability:

The liability of the Partners shall be limited as provided in the LLP Act and as set forth in this Agreement.

Partners shall not be obliged to restore by way of capital contribution or otherwise any deficits in its capital account or the capital account of any other Partner, if such deficits occur.

18.5 Protection to Partners by LLP:

The 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 LLP, except for the gross negligence or willful misconduct of the Partner or the officer(s) seeking indemnification.

18.6 LLP not to be bound by certain acts:

The LLP is not bound by anything done by a Partner in dealing with a person if:

1. The Partner in fact has no authority to act for the LLP in doing a particular act and
2. The person knows that he has no authority or does not know or believe him to be a Partner of the LLP.

Article 19

CONSEQUENCES OF BREACH OF COVENANTS

19.1 Default in performance of obligations by Partners:

If a Partner materially defaults in the performance of his obligations under this Agreement, and such default is not cured within 7 days after notice of such default is given by the LLP or a Partner to the defaulting Partner for a default that can be cured by the payment of money, or within 7 days after notice of such default is given by a Partner to the defaulting Partner, then the non-defaulting Partners shall have the rights and remedies described in this Agreement.

19.2 Available rights and remedies:

If a Partner fails to perform its obligations under this Agreement, any other Partner shall have, in addition to any rights and remedies provided hereunder, all such rights and remedies as are provided at law or in equity.

19.3 Waiver or consent to breach:

No consent or waiver, express or implied, by a Partner of any breach or default by other Partner in the course of performance by such other Partner of its obligations under this Agreement shall constitute a consent to or waiver of any similar breach or default by any other Partner, Failure by a Partner to complain of any act or omission to act by another Partner, or to declare such other Partner in default, irrespective of how long such failure continues, shall not constitute a waiver by such Partner of its rights under this Agreement.

19.4 Remedy for material breach:

If a material breach of this Agreement is committed by a Partner then the scope of cure of such breach shall be conclusively established by the binding arbitration provisions under this Agreement. If it is determined by the arbitrator that the material breach did occur and a satisfactory remedy cannot be instituted for such breach then the Partner serving notice to the defaulting Partner has the right to request dissolution of the LLP pursuant to the provisions contained under the LLP Act as well as under this Agreement. This right of the non-defaulting partner(s) would be in addition and without prejudice to his/their right to seek indemnification under Article 21 of this Agreement.

Article 20

TITLE TO PROPERTY

20.1 The immovable properties purchased by the LLP shall have clear and marketable title free from all encumbrances. All properties of the LLP shall be held and registered, where necessary, in the name of the LLP.

Article 21

INDEMNIFICATION

21.1 Indemnification by, and between, the Partners:

Neither Partner shall indemnify the other Partner(s) or LLP or its respective officers, directors, employees and its respective successors, heirs and assigns (“Indemnitees”) for any loss, claim, damage, liability or action except to the extent resulting from his gross negligence, misconduct, willful wrong doing or breach of his obligation(s) in terms of Article 19 of this Agreement. This provision does not seek to limit other remedies available to the Partners under the existing laws.

21.2 Procedure for indemnification:

An indemnity (the “Indemnitee”) that intends to claim indemnification under Article 21 shall promptly notify the other Partner (the “Indemnitor”) in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel of its own choice.

21.3 Limitation of indemnity:

The provisions of indemnity in this Agreement shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is made with the consent of the Indemnitees, which consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action (in any case, not more than six months of commencement of any such action), if prejudicial to his/its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article.

The Partner or Designated Partner with the consent of all the Partners shall appoint a liquidator (who may, but need not, be a Partner) who shall have sole authority and control over the winding up and liquidation of the LLP’s business and affairs and shall diligently pursue the winding-up of the LLP. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve the LLP as required by the LLP Act and/or the Rules.

21.4 Co-operation:

At the Indemnitor’s request, the Indemnitee under this Article and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto.

21.5 Payment of legal costs by LLP:

The expenses incurred by Partners, Designated Partner, officers or employees in defending a civil or criminal action, suit or proceeding by or against the LLP/its Partners/Designated Partners/Officers/Employees, in the ordinary course of the business of the LLP, shall be paid by the LLP.

21.6 Notice of Indemnification and payment of legal costs:

Any indemnification of, or payment of legal costs to, a Partner or a Designated Partner or any other employee in accordance with this Article, if arising out of a proceeding by or on behalf of the LLP, shall be reported in writing to the Partners.

Article 22

WINDING UP AND DISSOLUTION

22.1 Voluntary winding up:

The LLP shall be liquidated pursuant to the terms and conditions contained in this Agreement and the provisions of the LLP Act upon a decision to dissolve the LLP by a written consent of the Partners holding at least 70% interests of the LLP, in terms of the value of their ‘capital contribution’ to the LLP.

22.2 Compulsory winding up

Notwithstanding anything contained in this Agreement, the LLP shall be deemed to be terminated in the following cases:

1. Number of Partners fall below two, and the LLP continue to carry on its business with less than two Partners for a period of six months;
2. Partner’s non-economic right (viz, right to take part in the management, etc.) is transferred to a third party without the approval of the existing Partners.

22.3 Appointment of Liquidator:

Upon the occurrence of an event of dissolution as defined in the LLP Act or in this Agreement, that would trigger winding-up action, the LLP shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets in the manner prescribed in the LLP Act and Rules.

The Partner or Designated Partner with the consent of all the Partners shall appoint a liquidator (who may, but need not, be a Partner) who shall have sole authority and control over the winding up and liquidation of the LLP’s business and affairs and shall diligently pursue the winding-up of the LLP. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve the LLP as required by the LLP Act and/or the Rules.

22.4 Status during liquidation:

During the course of liquidation, the Partners shall continue to share profits and losses of the LLP but there shall be no cash distributions to the Partners until the Distribution Data as defined in Article 22.5 hereof.

22.5 Distribution Date:

Liquidation shall continue until the affairs of the LLP are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the LLP are satisfied or can be adequately provided for. When the liquidator has determined that there can be a final accounting, the liquidator shall fix a date (not to be later than the end of the taxable year of the liquidation, i.e., the time at which the LLP ceases to be a going concern, or if later, ninety days after the date of such liquidation) for the distribution of the proceeds of liquidation of the LLP (the “Distribution Date”). The net proceeds of liquidation of the LLP shall be distributed to the Partners as provided in Article 22.6 hereof not later than the Distribution Date.

22.6 Appropriation of proceeds of liquidation:

Subject to provisions of the LLP Act, upon the winding up and liquidation of the LLP, the proceeds of liquidation shall be applied as follows:

First, to pay all expenses of liquidation and winding up;

Second, to pay all debts, obligations and liabilities of the LLP, in the order of priority as provided by law, other than debts owing to the Partners or on account of Partners’ contributions;

Third, to pay all debts of the LLP owing to a Partner; and

To establish reasonable reserves for any remaining contingent or unforeseen liabilities of the LLP not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the LLP in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator . If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the LLP to the Partners in proportion of their respective profit sharing ratio.

Article 23

General provisions

23.1 Amendment, repeal or modification:

Subject however to any contrary provisions in the LLP Act, this Agreement may be amended only by the affirmative vote or (all the) the partners (it may be changed on case-to-case basis and depending on the circumstances). Any such amendment shall be in writing and shall be duly executed.

23.2 Binding effect:

Subject to the provisions of this Agreement, the terms and conditions made herein shall have precedence over any other Agreement concluded before the execution of this Agreement. The Partners shall be bound by the terms of this Agreement and any change in the said terms shall be expressly reflected in this Agreement and the required amendment shall be made only with the consent (of all the Partners) and in writing;.

23.3 Construction:

This Agreement shall be construed as per the provisions of the LLP Act and other laws, notifications, circulars and rules for the time being in force in India.

23.4 Counterparts:

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when there exist copies hereof which, when taken together, bear the authorised signatures of each of the parties hereto. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

23.5 Notices:

Any notice to be given under this Agreement shall be in writing and shall be deemed given when received and may be sent by email, express counter, registered/speed post or facsimile.

23.6 Severability:

If one or more provisions of this Agreement are held by a proper Court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be served here from, and the balance of this Agreement shall be enforceable in accordance with its terms.

23.7 Waiver:

No part of this Agreement shall be deemed to have been waived by any Partner or any other person thereof unless such statement of waiver is submitted in writing by the Partner or such person seeking the waiver and shall be subject to unanimous consent of the remaining or all the Partners as the case may be.

23.8 Dispute Resolution:

In case of any dispute or differences among the Partners or between the Partners and the legal heirs/representatives of the deceased Partner or between Partners and LLP whatsoever concerned with the affairs of the LLP or the interpretation of this Agreement, efforts shall be made to resolve such dispute or difference through arbitrator, if the parties agree upon one, or if the parties fail to reach a consensus on such appointment then such appointment shall be made in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 (the ‘Arbitration Act’) and/or any statutory modification or re-enactment thereof for the time being in force. Such arbitral award(s) shall be binding on all parties to the dispute.

23.9 Entire agreement:

Subject to the provisions of this Agreement, the Agreement and the exhibits and schedules hereto and any side letter agreements entered into by the Partners as of the date of this Agreement relating to potential termination of this Agreement, constitute the entire agreement between the Partners with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, representations, and understandings of the parties. No party hereto shall be liable or bound to the other in any manner by any warranties, representations or covenants with respect to the subject matter hereof except as specifically set forth herein.

Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligation or liabilities under or by reason of this Agreement, except as expressly provided herein. In addition, neither of the Partners can assign this Agreement or the rights and obligations thereunder to another party without the prior written consent of the other Partner.

23.10 Savings:

In the absence of any specific provision to the contrary, nothing in this Agreement shall be deemed to limit or otherwise affect any special or local law now in force or any special jurisdiction or power conferred, or any special form of procedure prescribed, by or under any other law for the time in force.

23.11 Governing law:

This Agreement shall be governed by the laws of India which are in force and which may be enacted by the Government of India from time to time.

23.12 Jurisdiction:

Subject to the provisions mentioned hereinbefore, competent courts in the State of [Name of state] shall have exclusive jurisdiction to adjudicate over matters relating to or arising out of the present Agreement.

The parties to this Agreement have signed this Agreement on the day and year and at the place mentioned hereinabove.

Signed and delivered by the

1.

2.

Witness:

1.

2.

SCHEDULE 1

NAME OF PARTNERS

SCHEDULE 2

NAME OF DESIGNATED PARTNERS

SCHEDULE 3

BUSINESS OF THE LLP

Main Business

To carry on in India or elsewhere, either alone or jointly with one or more persons, government, local or other bodies, the business to construct, build, alter, acquire, convert, improve, design, erect, establish, equip, develop, dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search, survey, examine, taste, inspect, locate, modify, own, operate, protect, promote, provide, participate, reconstruct, grout, dig, excavate, pour, renovate, remodel, rebuild, undertake, contribute, assist, and to act as civil engineer, architectural engineer, interior decorator, consultant, advisor, agent, broker, supervisor, administrator, contractor, subcontractor, turnkey contractor and manager of all types of constructions & developmental work in all its branches such as roads, ways, culverts, dams, bridges, trusses, sheds and godowns, railways, tramways, water tanks, reservoirs, canals, wharves, warehouses, factories, buildings, structures, drainage & sewage works, water distribution & filteration systems, docks, harbours, piers, irrigation works, water proofing works, water-harvesting systems and borewell services, foundation works, flyovers, airports, runways, rock drilling, acquaducts, stadiums, hydraulic units, sanitary works, power supply works, power stations, hotels, hospitals, dharamshalas, multistoreys, colonies, complexes, housing projects and other similar works and for the purpose to acquire, handover, purchase, sell, own, cut to size, develop, distribute or otherwise to deal in all sorts of lands & buildings and to carry on all or any of the foregoing activities for building materials, goods, plants, machineries, equipments, accessories, parts, tools, fittings, articles, materials and facilities of whatsoever nature and to do all incidental acts and things necessary for the attainment of the foregoing objects.

To acquire, purchase, exchange, hire, buy, sell, conduct, build, develop, promote, execute, undertake, contract, maintain, manage, run, model, remodel, erect, demolish, alter, furnish, improve, enlarge, pulling down, decorate or otherwise deal in lands, buildings, commercial complexes, residential complex, office building, houses, flats, apartments, hospitals, shopping mall, hotels, resorts, restaurants, cineplexes, muiltiplexes, amusement park, golf course, film city, clubs, educational institute, place of worships, reading rooms, library, dairy farms, agro projects and all other kinds of immovable properties.

To carry on the business of construction, development, creation, expansion, design, modernisation, management and maintenance of infrastructure projects & facilities including but not limited power (both conventional and non-conventional) information technology, roads, highways, bridges, fly-overs, airports, ports, railways, environmental engineering and management sanitation, water, waterways, sewerage, disposal, industrial estates, townships” industrial parks, food parks, bio-technology parks or any other facility of similar nature and to act as, consultant, advisor, agent to mobilize resources and to arrange both private and/or Government sector participations for development of infrastructure projects, joint venture, foreign collaboration projects etc.

Ancillary Business/Other Business

To carry on in India or elsewhere the business as traders, merchants, wholesalers, retailers, liasioners, stockiest, distributors, importers exporters, intermediaries, middle men, brokers, suppliers, indenters, C & F agents, commission agents, buying agents, selling agents, or otherwise to exchange, load, unload, handle, deal in all type machinery equipments, components, goods, articles, things, products commodities, consumables, accessories, spare parts, ingredients, systems, substances, instruments, chemicals, devices, fittings, tools, dies, jigs, compounds, raw materials, by-products, semi-finished products, materials, wastes, residues, derivatives, appliances, stores, preparations, mixtures, vehicles and other items used in any industry, commerce, transport, public welfare needs, defence, aviation, agriculture, construction, power, transmission, pollution or in any other field and to do all such incidental acts & things necessary for the attainment of the foregoing objects.

To carry on in India or elsewhere the business to establish and to act as agent, representative, surveyor, sub-insurance agent, franchiser, marketing, market making, market generating, consultant, advisor, collaborator or other-wise to deal in all incidental and allied activities related to insurance business, organize, manage, promote, encourage, provide, conduct, sponsor, subsidize, operate, develop and commercialize, insurance and assurance business in all its branches of life insurance and general insurance including whole life insurance, endowment insurance, double benefit and multiple benefit insurance, joint life insurance, medical insurance, group insurance, fire insurance, riot insurance, earth quake and natural calamity insurance, crop insurance, animal life insurance, loss of profit insurance, human body part, limbs and organs insurance, theft insurance, transit insurance, vehicle insurance, annuity plans, gratuity plans, fixed income plans, accidental insurance, unit linked insurance and such other insurance, assurance, plans and schemes as may be developed from time-to-time and also the various type of mutual fund schemes, bonds, deposits, unit linked schemes, securities with different type of options as offered by companies, banks, Reserve Bank of India, Govt. of India, foreign institutions, financial institutions or other entities and also the various marketing products generated by the banks, institutions, etc. in the form of marketing, selling, distribution, agent, consultant, soliciting credit cards, personal loans, housing loans, business loans, loan against shares, loan against properties, gold loans, gold biscuits, and for the purpose to apply, approach, tender, acquire, hold, procure and obtain such rights, titles, entitlements, licenses and permissions from government, semi government, local authorities, public bodies, public institutions and government undertakings or from other authorities as may be necessary for the attainment of the objects under these presents.

To carry on the business in the area of information technology which would include running the business of developing software, networking, web linking, web designing, data processing and e-commerce, internet and internet portals, e-mail and all types of information technology business, printing, publishing and catering to the clients all sorts of services relating to information technology besides trading, purchasing, selling, importing, exporting and dealing in computers and computers peripherals, stationery, printer, ribbons, magnetic tapes and other allied components for the attainment of the business of information technology and any other business or activity which can be conveniently carried on in this connection and to carry on the business of running institution of learning computer software and hardware technologies and to carry on the business of running computer educational institute for competitive examination.

To engage in the field of business advisory, management advisory, finance advisory, legal advisory and last but not the least project advisory services, etc. and to carry on the business and profession of advisers and consultants, in relation to all matters related thereto.

To render advisory and consultancy services in legal taxation, company secretarial, finance and accounting, human resource and administrative, management, economic, industrial, professional seminars, events management etc to any person including but not limited to any individual, firm, body corporate, institution, association, government, public or local authority or trust.

To advise on variety of business matters including without limitation to conduct project-studies, to prepare project reports, to carry out market research for specific sectors or in the field of financial, economic, management, etc. to advise on business structuring, to carry out due diligence exercises, facilitate business collaborations, etc.

The LLP may engage in any and all activities necessary, desirable or incidental to the accomplishment of the conduct of such business of the LLP including but not limited to such ancillary business more particularly described herein below.

“Object Clause of the LLP may vary on case to case basis “or” as per the nature of business of LLP, efforts have been taken to cover maximum areas, it is advisable to edit accordingly.”

SCHEDULE- 4

PRE INCORPORATION AGREEMENTS

SCHEDULE 5

CAPITAL CONTRIBUTION BY PARTNERS

SCHEDULE 6

PROFIT SHARING

***

In case of “Admission” and “Conversion” the following recitals are inserted to prepare a supplementary deed.

1. In case of admission of new partner:

WHEREAS a Limited Liability Partnership was formed under the name and style of [Name of LLP] on [Date] having LLP Identity Number: […-….] and for which a Limited Liability Partnership Agreement was entered between Mr. X and Mr. Y on [Date] and the same was duly registered with the Ministry of Corporate Affairs.

AND WHEREAS Mr. X and Mr. Y, are the designated partners of the LLP.

AND WHEREAS Mr. A and Mr. B have approached the designated partners to enter into the Limited Liability Partnership Agreement as one of the partners and the designated partners have found them eligible to admit them as one of the partners of the LLP and accordingly have mutually decided to admit Mr. A and Mr. B as one of the partners of the LLP.

AND WHEREAS the existing designated partners decided to induct and appoint Mr. A and Mr. B as designated partners/partner of the LLP with effect from the date.

AND WHEREAS the parties hereto have agreed to continue to do and carry on business of construction and development, promoting and shall act as developers for construction of buildings, housing complexes, real estates, etc. and other allied activities or any such other business as the partners may from time to time unanimously agree upon in the name and style of [Name of LLP] on the terms set forth in this LLP Agreement.

AND WHEREAS this Agreement shall supersede all the earlier agreements as entered therewith in this connection.

2. In case of conversion of Company into LLP:

WHEREAS, the Partners are the Shareholders of Company under the name and style of [Name of the Company] (“Company”) having its registered office at [Address] which has been registered under the Companies Act, 1956/2013* [*strike which is not applicable]. The Company has been carrying on the business of and real’s estate activities [Nature of business of the Company].

The Parties have agreed to convert the Company into a Limited Liability Partnership in the name and style of [Name of LLP] (“LLP”) under the Limited Liability Partnership Act, 2008 and Limited Liability Partnership Rules, 2009 made thereunder, with effect from [Date].

Disclaimer:The information is provided purely for informational and educational purpose only and based on my understanding/knowledge. This does not constitute any legal advice or legal opinions. Therefore I cannot take any responsibility for the result or consequences of any attempt to use or adopt any of the information presented in this article.