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LLP AGREEMENT
THIS AGREEMENT OF LIMITED LIABILITY PARTNERSHIP made at Hyderabad on ______ day of December 2024 between the following Parties.
DESIGNATED PARTNERS
(Here-in-above referred to as parties which expression shall mean and include unless repugnant to the context or the meaning therefore, the legal heir, executor, attorney, or assignee)
WHEREAS all the parties hereto have agreed to continue their business by newly incorporated Limited Liability Partnership a separate legal entity under the Limited Liability Partnership Act, 2008 (here-in-after referred to as 'LLP') for carrying on partnership business as an LLP upon the following terms more particularly described hereunder.
That the parties mentioned above as Designated Partners have agreed to become the Designated Partners of this LLP "
NOW THIS DEED WITNESS AS FOLLOWS-
- Name-The LLP shall carry on its business in the name and style of “TECH NOBE TECHNOLOGIES LLP" subject to their mutual consent, the partners may carry on the business and investments activity in any other name or names.
- Place-The principal place of business shall be at ____________________________, Telangana, INDIA and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time.
- Nature of business and Objectives of firm:
- Term-The duration of the partnership shall be at will and it shall be perpetual succession.
- Capital Contribution of LLP-
SR No.
Name of Partner
Contribution Ratio
Amount of Contribution
1.
50%
50,000/-
2.
50%
50,000/-
Further capital contributions may be made by partners in varying proportions as agreed by a majority of partners, and such contributions may alter the profit-sharing ratio upon mutual consent. However, a right to renounce share or transfer shall be exercised only on the consent of all partners.
- Profit Sharing Ratio-That the profit or loss of the partnership business as per accounts maintained by the partnership after deduction of all expenses relating to business activities of the partners shall be divided and distributed between the partners in the following proportion.
Name of Partner
Partnership Ratio
1.
50%
2.
50%
- Accounting Year-The Accounting year of the partnership business shall be on March ending financial year basis, which shall begin on 1st day of April and ended on 31st day of March of next year.
- Bank Account-That the bank account in the name of partnership firm will be opened with the banks as the partners may decide mutually. Such bank account shall be operated by Designated Partners and/or by any other authorized officer of the LLP as may be decided by resolution passed by the Partners.
- Books of Accounts-That all the book of account shall be kept at the principal place of the firm and shall not be removed from the place without the consent of all the partners and also, they shall be opened for inspection in usual working time by the partners who shall be entitled to take extract or copies thereof.
- Amendment-This Agreement may be amended only by written agreement signed by all Partners.
- Remuneration to the working partners will be given as much mutually decided by all the working partners as per a unanimous resolution passed by the partners depending upon efforts and time given by the partner. However, the Salary limit may be further increased or decreased as mutually decided by all the working partners in the meeting, subject to maximum U/s 40 (b) as amended as per Income Tax Act.
- For the First Rs. 6,00,000/-, 90% of the book profit or Rs. 3,00,000/- Whichever is more.
- For the balance of the remaining profits 60% of the book profits.
- In the case of loss total remuneration to all the partners shall be restricted to Rs. 3,00,000/- The book profits mean the profits as shown in the profit and loss account of the firm from all sources of income.
- The remuneration as calculated above will be credit to the account of the all the partner in their profit sharing ratio:
- This remuneration shall be charged to the profit and loss account before ascertainment of divisible profit or losses as the case may be.
- The remuneration payable to the working partner shall be credited to their respective capital/current account at the end of each financial year.
- Revision of Remuneration
a. The remuneration limits specified in this clause shall automatically stand revised to align with any subsequent amendments to the Income-tax Act, 1961, or other applicable laws.
- All legal documents, agreements, and contracts entered into by the LLP shall be signed by and any legal document or agreement that requires registration or filing with any government agency or authority shall be registered or filed as required by law only after the approval of it by all the Partners jointly and after a Resolution for the same has been passed duly signed by both the Designated Partners.
- For Purpose of property Registrations and other legal requirements any one of the partners would be eligible to sign; only when the respective partner has been authorized to do so by a Resolution passed by both Designated Partners. The designated partners can delegate such authority to register the sale deeds on behalf of the LLP to any of the officers of the LLP vide a resolution passed by both the designated partners.
- All the partners here to shall have the rights, title and interest in all the assets and properties in the firm in the following proportion.
Name of Partner
Partnership Ratio
1.
2.
- Every partner has a right to have access to and to inspect the books of accounts of the LLP.
- Each of the parties hereto shall be entitled to carry on their own, separate and independent business as either to they might be doing, or they may hereafter do as they deem fit and proper and other partners, and the LLP shall have no objection thereto provided that the said partner has intimated the said fact to the LLP before the start of the independent business. Provided that the business shall not be competition to the existing business being carried on by the LLP.
- On Retirement of a Partner, the retiring partner shall be entitled to full payment in respect of all his rights, title and interest in the partner as herein provided.
- On the death of any partner, any one of his or her legal heirs shall be taken as partner, if his or her heir legal heirs opt not to become the partner, the surviving partners shall have the option to purchase the contribution of the deceased partner in the firm.
- Each Partner shall be just and faithful to the other partners in all transactions relating to the LLP.
- Each partner shall render true accounts and full information of all things affecting the limited liability partnership to any partner or his legal representatives.
- Every partner shall account to the limited liability partnership for any benefit derived by him without the consent of the LLP of any transaction concerning the limited liability partnership.
- Every partner shall indemnify the limited liability partnership and the other existing partner for any loss caused to it by his fraud in the conduct of the business of the limited liability partnership.
- No Partner shall without the written consent of other Partners:
- Engage or except for gross misconduct, dismiss any employee of the partnership.
- Commit to buy any immovable property for the LLP.
- Summit a dispute relating to business of LLP business to arbitration.
- Assign, mortgage or charge his or her share in the partnership or any asset or property thereof or make any other person a Partner therein.
- Withdraw a suit filed on behalf of LLP.
- Admit liability in a suit or proceedings against LLP.
- Share business secrets of the LLP with outsiders.
- Remit in whole or part debt due to LLP.
- Give any unauthorized security or promise for the payment of money on account on behalf of the LLP except in the ordinary course of business.
- Draw or accept or endorse unauthorized any bill of exchange or promissory note on LLP's account.
- Lease, sell pledge or do other disposition of any of the LLP’s property otherwise than in the ordinary course of business.
- Do any act or omission rendering the LLP liable to be wound up by the Tribunal.
- Derive any profits from any transactions of the LLP or from the use of its name, resources or assets or business connection by carrying on a business of the nature as competes with that of the LLP.
- Devote their whole time and attention to the said partnership business diligently and faithfully by employing themselves in it and carry on the business for the greatest advantage of the partnership.
- The Designated Partners shall be responsible for the doing of all acts, matters and things as are required to be done by the LLP in respect of compliance of the provisions of this Act including filing of any document, return, statement and the like report pursuant to the provisions of Limited Liability Partnership Act,2008.44. Protect the property and assets of the LLP.
- Upon every reasonable request, inform the other partners of all letters, writing and other things which shall come to their hands or knowledge concerning the business of the LLP.
- Punctually pay their separate debts to the LLP.
- The Designated Partners shall be responsible for the doing of all such other acts arising out of this agreement.
- Partner Responsibilities and Delegation: Specific roles and responsibilities shall be allocated to partners based on mutual agreement, and these may be revised periodically through partner meetings.
- Borrowings - Should any further funds be required over and above the capital brought in by the partners the same can be borrowed from private individually sheriffs, banks, financial institutions and other person. Any interest on such funds borrowed for the purpose of the partnership business shall be treated as the expenditure of the partnership. However, no partner shall individually or unilaterally bind the LLP to any borrowing obligation without prior unanimous approval from all partners.
- That on death or bankruptcy of any partner, his share in the profit and loss and in the assets of the partnership after meeting the liabilities shall be payable to him or his heir successors, legal representative or nominees as the case may be.
- That no partners shall without previous consent in the writing to the other partner assigned, transfer or mortgage his share or interest in the partnership or introduce in any other partners as partner with him therein.
- That all the disputes and questions in connection with the partnership of this deed between the partners or between any one of them and legal representatives of the other or behind they respective legal representative and whether during the continuation of the partnership for at any time there afterwards shall be referred to the arbitration of the three arbitrators to be appointed by each party and in the case of thereby any disagreements to an umpire appointed by the said arbitrators or in the case of their default by the any concerned party.
- No Person may be introduced as a new partner without the consent of all the existing partners, such incoming partner shall give his prior consent to act as Partner of the Partnership.
- The capital of the partner may be tangible, intangible, moveable or immoveable property and the incoming partner shall bring minimum capital of such amount as may mutually decide by all partners.
- All disputes between the partners or between the Partner and the xxxxx LLP arising out of the limited liability partnership agreement which cannot be resolved in terms of this agreement shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996).
SIGNATURES OF DESIGNATED PARTNERS
DESIGNATED PARTNERS
- ______________________
- ________________
SIGNATURE
WITNESS
- ________________
- ________________
ADDRESS
SIGNATURE