Definition and Purpose

• The LLP Agreement is a legal contract between the partners of a Limited Liability Partnership
  
• It governs the mutual rights, duties, and obligations of partners and the LLP
  
• The agreement is binding upon all partners and defines the structure of the business
  
• It is a crucial document for internal management and operations
  
• It provides clarity and reduces conflicts among partners
  

Legal Requirement

• Filing of the LLP Agreement is mandatory under the LLP Act, 2008
  
• It must be executed and filed within 30 days of incorporation
  
• The agreement must be filed with the Registrar of Companies (RoC) using Form 3
  
• Absence of an LLP Agreement leads to application of default provisions under the Act
  
• Non-filing attracts late filing fees and possible penalties
  

Contents of the Agreement

• Name of the LLP and details of its registered office
  
• Names and details of all partners and designated partners
  
• Contribution of each partner in capital or services
  
• Profit-sharing ratio, management roles, and voting rights
  
• Procedures for admission, retirement, resignation, or expulsion of partners
  

Customization and Flexibility

• Partners have the freedom to customize terms according to business needs
  
• Clauses may include decision-making processes, dispute resolution, and meetings
  
• Special rights or responsibilities may be assigned to specific partners
  
• Terms related to capital withdrawal, indemnity, and confidentiality can be included
  
• The agreement must comply with the LLP Act and applicable laws
  

Execution and Stamp Duty

• The LLP Agreement must be executed on non-judicial stamp paper
  
• Stamp duty is payable as per the state-specific laws where the LLP is registered
  
• All partners must sign the agreement, and it must be dated
  
• The signed copy must be scanned and filed online through the MCA portal
  
• Any future amendments or changes must be updated by filing a revised Form 3