AGREEMENT
ACCOUNTS, AUDIT AND ANNUAL RETURNS OF LLP
ROUTINE MANAGEMENT OF LLP
ADMINISTRATIVE CONTROL OVER LLP
COMPROMISE AND ARRANGEMENT
WINDING UP AND STRIKE OFF DEFUNCT LLP
INVESTIGATION OF AFFAIRS OF LLP
OFFENCES, PUNISHMENTS AND PENALTIES
LLP AGREEMENT
4.1 AGREEMENT AMONG PARTNERS
4.1-1 Relationship of partners as specified in LLP Agreement
Para 4.1
Agreement has to be ratified by all the partnersMatters in Schedule to LLP Act apply if no agreement -
4.1-2 Filing of LLP Agreement and changes
4.1-3 Pre-incorporation contracts
Para 4.2
4.2 STANDARD CONDITIONS OF LLP
Some standard conditions not practicable
4.3 WHEN TO EXECUTE AGREEMENT
4.3-1 Stamp duty payable on LLP agreement
4.4
e-payment of stamp duty-
4.4 GENERAL COMMENTS ON LLP AGREEMENT
Flexibility in agreement
Rules are for gentlemen
4.4-1 Types of partners
Veto powers to one or more partners
4.4-2 Executive/Managing Committee in case of large LLP
4.4-3 Number of partners to execute LLP Agreement
4.5 VARIOUS CLAUSES OF AGREEMENT
4.5-1 Main clauses of LLP agreement in Form 3
4.5-2 Model LLP Agreement
4.5-3 Sample amendment to LLP Agreement to admit partner
MODEL DRAFT OF LLP AGREEMENT
XYZ LLP Agreement
Notes -
Effective date of LLP agreementor vide vide
vide
If the LLP Agreement is executed after incorporation, the aforesaid preamble may be altered suitably Now, therefore, it is decided and agreed by all parties to LLP agreement as follows -
1. Name of LLP –
1.1 Business of LLP
1.2 Incidental or ancillary powersa
1.3 Change, suspension or modification in nature of business
1.4 Registered office of LLP
1.5 Place of business
1.6 Liability of partners
1.7 Categories of partners
2. Designated Partners
Sr. No. Name DIN (earlier DPIN)
2.1 Acts to be done by designated partners
2.2 Other powers as per LLP agreement
2.3 Appointment/removal of Designated Partners
3. Contribution Sr. No.
Name of partner
Note
3.1 Increase or reduction in contribution
Nature and specification of obligation to contribute
Share of each partner in contribution in case of subsequent increase
No Interest on capital contribution
3.2 Other provisions relating to contribution
Share of profit of each year shall not form part of contribution
Refund of Contribution a b
Refund of contribution in case of closure of business
4. Partners’ powers and duties
4.1 Types of partners a b c d
LLP READY RECKONER
AUTHOR : V.S. Datey
PUBLISHER : TAXMANN
DATE OF PUBLICATION : January 2025
EDITION : 2025 Edition
ISBN NO : 9789364559782
NO. OF PAGES : 360
BINDING TYPE : PAPERBACK
DESCRIPTION
This book is a concise yet comprehensive resource on India's Limited Liability Partnership (LLP) framework. It systematically covers every stage of an LLP—incorporation, routine operations, taxation, and winding up—balancing legislative analysis with practical examples. It is particularly useful for professionals (lawyers, chartered accountants, company secretaries, cost accountants), entrepreneurs, startups, and students.
The Present Publication is the 2025 Edition and has been amended up to 1st December, 2024. This book is authored by Mr V.S. Datey, with the following noteworthy features:
• [Illustrative Examples and Drafts] Sample LLP agreements, standard resolutions, forms, and step-by-step procedures
• [Compliance Checklists] Practical pointers to ensure adherence to legal and procedural requirements
• [References to NCLT Orders and Case Laws] Relevant jurisprudence and decisions that clarify the interpretation of LLP provisions
The book unfolds in 15 chapters, each covering a key aspect of LLP law:
• Overview of the LLP Act
o Historical context, rationale, and recent amendments
• Incorporation of LLP
o Registration procedure, documentation, fees, DSC, DIN
• Partner and Designated Partner
o Roles, liabilities, qualifications, and compliance essentials
• LLP Agreement
o Drafting, stamping, filing, plus sample/model agreements
• Accounts, Audit and Annual Returns
o Statutory bookkeeping, audit thresholds, filing requirements
• Routine Management of LLP
o Meetings, resolutions, statutory returns, and recordkeeping
• Administrative Control Over LLP
o Oversight by MCA/ROC, inspections, enforcement actions
• Compromise and Arrangement
o Reorganization, amalgamation, NCLT process, roles of creditors/partners
• Winding up and Strike off Defunct LLP
o Voluntary/compulsory winding up, strike-off procedures
• Investigation of Affairs of LLP
o When/why investigations occur, inspectors' powers, consequences
• Offences, Punishments and Penalties
o Non-filing, false statements, adjudication, compounding, Special Courts
• Other Provisions in Respect of LLP
o Foreign LLPs, conversions (LLP company), regulatory nuances
• Taxation of LLP
o Income-tax Rules, partner remuneration, interest, Alternate Minimum Tax
• Foreign Direct Investment (FDI) in LLP
o Regulatory guidelines, approval routes, RBI reporting
• Overseas Investment by LLP
o FEMA compliance, procedures for outbound investments