11 July 2024
Certainly! Here’s a draft template for a Supplementary LLP Agreement in case of the death of a partner. Please note that this template should be customized based on specific circumstances and legal advice. It covers the essential elements typically included in such agreements:
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**Supplementary LLP Agreement**
**[Date of Agreement]**
This Supplementary Agreement (hereinafter referred to as the "Agreement") is made on [Date], pursuant to the Limited Liability Partnership Act, 2008, among the partners of [LLP Name], a Limited Liability Partnership registered under the laws of India having its registered office at [Address].
**Background:**
Whereas:
1. **Parties:** - [Name of existing Partner 1], residing at [Address] (hereinafter referred to as "Partner 1"), and - [Name of existing Partner 2], residing at [Address] (hereinafter referred to as "Partner 2").
2. **LLP Details:** - The LLP was incorporated on [Date of Incorporation]. - The LLP Agreement was executed on [Date of LLP Agreement].
3. **Death of Partner:** - [Name of deceased Partner], a partner in the LLP, has passed away on [Date of Death].
**Terms of Agreement:**
1. **Retirement of Deceased Partner:** - The parties hereby agree that due to the death of [Name of deceased Partner], his interest in the LLP shall be deemed to retire from the LLP as of the date of his death.
2. **Transfer of Deceased Partner's Interest:** - The capital contribution and profit share of the deceased Partner shall be transferred to his legal heirs in accordance with the terms of his will or as per the applicable laws of succession.
3. **Admission of New Partner:** - The remaining Partner(s) hereby agree to admit [Name of New Partner], residing at [Address], as a new partner in the LLP with effect from [Date of Admission]. - The terms of admission shall include: - Capital contribution of [Amount], - Profit sharing ratio of [Ratio], and - Other terms as agreed upon by all existing Partners.
4. **Amendments to LLP Agreement:** - This Agreement constitutes an amendment to the original LLP Agreement dated [Date of LLP Agreement] to reflect the changes due to the death of [Name of deceased Partner] and the admission of [Name of New Partner].
5. **Execution:** - This Agreement shall be executed by all existing Partners of the LLP and the new Partner being admitted, and the legal representatives of [Name of deceased Partner] where applicable.
**Miscellaneous:**
1. **Governing Law:** - This Agreement shall be governed by and construed in accordance with the laws of India.
2. **Jurisdiction:** - Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts at [Place].
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
**Signatures:**
1. [Name of Partner 1] (Partner 1)
Signature: _______________________
Date: ___________________________
2. [Name of Partner 2] (Partner 2)
Signature: _______________________
Date: ___________________________
3. [Name of New Partner] (New Partner)
Signature: _______________________
Date: ___________________________
4. [Name of Legal Representative/Executor] (Legal Representative/Executor of deceased Partner)
Signature: _______________________
Date: ___________________________
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Please ensure to consult with a legal professional to customize this draft according to your specific situation and local legal requirements.
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