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What are the rights of partners in an LLP?

Right to Participate in Business

  • Every partner has the right to actively participate in the management of the LLP
  • Partners can be involved in decision-making, operations, and policy formulation
  • No partner can be excluded from participation unless agreed in the LLP Agreement
  • Equal rights are presumed unless specifically altered by agreement
  • All partners may express their views and vote on business matters

Right to Share Profits

  • Partners have the right to share profits and losses of the LLP
  • The profit-sharing ratio is determined by the LLP Agreement
  • In the absence of a specific clause, profits are shared equally among partners
  • Losses are also shared in the same ratio as profits, unless agreed otherwise
  • The right to receive profit includes interim and final distributions

Right to Access and Inspect Books

  • Partners have the right to inspect and access the books of account and records
  • They can request financial information, statements, and statutory filings
  • Access must be granted during working hours and without unreasonable delay
  • This right ensures transparency and accountability in business operations
  • Denial of this right may lead to dispute or legal intervention

Right to Indemnification

  • Partners are entitled to be indemnified for expenses or liabilities incurred in the ordinary course of business
  • The LLP must reimburse a partner for legal or operational costs incurred on its behalf
  • This applies to actions taken in good faith and within the scope of authority
  • No indemnity is given for losses due to fraud, negligence, or misconduct
  • The right to indemnity must be supported by valid documentation and intent

Right to Transfer Interest

  • Partners may transfer their share in the profits and contributions with the consent of the other partners
  • Transfer of management rights generally requires unanimous approval
  • The transferee does not automatically become a partner without formal admission
  • The right to assign economic interest exists, but is subject to the LLP Agreement
  • Full rights are retained until the transfer is officially recorded and consented to

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