Publish: September 6, 2025
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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