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What are the important clauses in LLP Agreement?

General Information Clauses

  • Name of the LLP and its registered office address
  • Date of incorporation and reference to the LLPIN (LLP Identification Number)
  • Business objectives and nature of activities the LLP intends to carry out
  • Duration of the LLP, whether perpetual or for a specific term
  • Jurisdiction and applicable laws under which the agreement is governed

Partner-Related Clauses

  • Details of partners and designated partners, including their roles and responsibilities
  • Capital contribution by each partner—monetary, property, or services
  • Profit-sharing and loss-sharing ratio among partners
  • Terms for admission, retirement, resignation, expulsion, or death of a partner
  • Procedures for appointment and change of designated partners

Management and Decision-Making Clauses

  • Powers and duties of partners in day-to-day business and strategic decisions
  • Rules for conducting meetings, quorum, and voting rights
  • Matters requiring unanimous consent or majority approval
  • Responsibilities for maintenance of books of accounts and financial records
  • Restrictions on partners from engaging in competing businesses

Financial and Operational Clauses

  • Banking arrangements, authorized signatories, and operation of bank accounts
  • Allocation of remuneration, interest on capital, and drawings
  • Guidelines for borrowing, lending, or investing LLP funds
  • Procedures for distribution of profits and withdrawal of capital
  • Terms related to audit, statutory filings, and compliance

Dispute Resolution and Termination Clauses

  • Process for resolving disputes among partners—negotiation, mediation, or arbitration
  • Conditions for voluntary winding up or dissolution of the LLP
  • Rights and obligations during exit of a partner
  • Indemnity clause for acts done in good faith by partners
  • Governing law and jurisdiction for legal proceedings

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