11 July 2024
In an LLP (Limited Liability Partnership), when a partner passes away, it typically triggers a need to amend the LLP Agreement to reflect changes in partnership rights, responsibilities, and profit sharing. Here’s a basic outline and format of a Supplementary Agreement that can be used in such circumstances:
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**SUPPLEMENTARY AGREEMENT ON DEATH OF PARTNER**
This Supplementary Agreement is made on [Date], between:
1. **[Name of LLP]**, a Limited Liability Partnership registered under the provisions of the Limited Liability Partnership Act, [Year of Incorporation], having its registered office at [Address of LLP], hereinafter referred to as "the LLP," which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns;
2. **[Name of Existing Partners]**, the existing partners of the LLP;
3. **[Name of Legal Heir/Beneficiary of Deceased Partner]**, legal heir/beneficiary of Late [Name of Deceased Partner], hereinafter referred to as "the Legal Heir," which expression shall, unless repugnant to the context or meaning thereof, include his/her successors and assigns.
WHEREAS:
1. Late [Name of Deceased Partner], a Partner of the LLP, has expired on [Date of Death];
2. The LLP Agreement dated [Date of Original LLP Agreement] is currently in force, regulating the terms and conditions governing the partnership among the existing partners;
3. Pursuant to the LLP Agreement, the partners agree to admit the Legal Heir as a new Partner in the LLP and to make necessary amendments to the LLP Agreement to reflect the changes due to the death of Late [Name of Deceased Partner].
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. **Admission of Legal Heir**: The LLP hereby agrees to admit the Legal Heir, [Name of Legal Heir], as a Partner in the LLP with effect from [Date of Admission]. The Legal Heir shall enjoy all rights, duties, and obligations of a partner as per the LLP Agreement.
2. **Amendment to LLP Agreement**: The existing LLP Agreement shall be amended as follows: - Clause [Specify Clause Number]: [Details of Amendment] - Clause [Specify Clause Number]: [Details of Amendment]
3. **Capital Contribution**: The Legal Heir shall contribute to the LLP in accordance with the terms specified in the LLP Agreement.
4. **Profit Sharing**: The profit sharing ratio among the partners shall be revised as follows: [Specify New Profit Sharing Ratio].
5. **Continuation of Business**: The LLP shall continue its business operations without interruption and shall undertake all necessary steps to notify third parties about the changes in partnership.
6. **General Provisions**: All other terms and conditions of the existing LLP Agreement not amended herein shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands on the day and year first above written.
**[Name of LLP]**
_________________________ (Signature of Authorized Signatory)
**[Name of Existing Partners]**
_________________________ (Signature of Existing Partner)
**[Name of Legal Heir]**
_________________________ (Signature of Legal Heir)
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### Notes: - This format is a basic outline. Depending on specific circumstances and legal requirements, additional clauses or modifications may be necessary. - It is advisable to consult with a qualified legal professional or a chartered accountant specializing in LLP matters to ensure compliance with relevant laws and regulations and to customize the agreement to the specific needs of the LLP and the parties involved. - The signatures should be executed in the presence of witnesses, and copies of the Supplementary Agreement should be provided to all parties for record-keeping purposes.
This format provides a starting point for drafting a Supplementary Agreement on the death of a partner in an LLP, ensuring that changes in partnership structure are properly documented and legally binding.
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