LLP Agreement Format — Form 3 Ready Template
LIMITED LIABILITY PARTNERSHIP AGREEMENT
THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT is made at {{execution_place}} on 30 July 2026 BETWEEN:
(1) {{partner1_name}}, residing at {{partner1_address}}, holding PAN {{partner1_pan}} and DIN/DPIN (the "First Partner"); AND
(2) {{partner2_name}}, residing at {{partner2_address}}, holding PAN {{partner2_pan}} and DIN/DPIN (the "Second Partner");
(each a "Partner" and collectively the "Partners") in respect of {{llp_name}} (LLPIN: ), a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 (the "LLP" and the "Act" respectively).
WHEREAS the LLP has been incorporated under the Act, and the Partners are desirous of recording the mutual rights and duties of the Partners inter se and vis-a-vis the LLP, in accordance with Section 23 of the Act;
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. Name, Registered Office and Business
The LLP shall carry on business under the name "{{llp_name}}". Its registered office shall be at {{registered_office}}, or such other place as may be decided and notified to the Registrar in the prescribed form. The business of the LLP shall be {{business_nature}}, and such other lawful business as the Partners may decide.
2. Duration
The LLP shall continue until wound up in accordance with the Act and this Agreement. The admission, resignation, cessation, retirement or death of any Partner shall not by itself dissolve the LLP.
3. Contribution
The contribution of each Partner is set out in the Schedule hereto. Additional contribution, if required, shall be brought in by the Partners in such proportion as they may mutually agree. No Partner shall be entitled to withdraw contribution except with the consent of all Partners and subject to the Act.
4. Profit and Loss Sharing
The profits and losses of the LLP, after providing for interest on contribution and remuneration to working partners under Clause 5, shall be shared by the Partners in the proportions set out in the Schedule hereto.
5. Remuneration and Interest to Partners
Both Partners shall be working partners actively engaged in the conduct of the business of the LLP. Simple interest at the rate of 12% per annum, or such lower rate as may be prescribed under Section 40(b)(iv) of the Income-tax Act, 1961, shall be payable to each Partner on the balance standing to the credit of that Partner's contribution account. Each working partner shall further be entitled to remuneration authorised in accordance with, and subject to the ceiling under, Section 40(b)(v) of the Income-tax Act, 1961 (which applies to an LLP as a "firm"), namely: on the first ₹6,00,000 of book profit, or in case of a loss — ₹3,00,000 or 90% of book profit, whichever is more; and on the balance of book profit — 60%. The aggregate remuneration shall be divided between the working partners in the ratio of {{partner1_share}} : {{partner2_share}}, or as they may otherwise agree in writing before the end of the relevant accounting year. The LLP shall deduct tax at source on remuneration and interest paid or credited to Partners under Section 194T of the Income-tax Act, 1961, wherever applicable.
6. Rights and Duties of Partners
Each Partner shall be just and faithful to the LLP and to the other Partners, devote such time and attention to the business as it reasonably requires, render true accounts and full information of all things affecting the LLP, and indemnify the LLP for any loss caused by fraud in the conduct of its business. No Partner shall, without the written consent of the other Partner(s), lend money of the LLP, engage or dismiss key personnel, give any guarantee on behalf of the LLP, or compromise any claim due to the LLP. Subject to this Agreement, every Partner may take part in the management of the LLP.
7. Designated Partners
{{partner1_name}} and {{partner2_name}} shall be the Designated Partners of the LLP for the purposes of Sections 7 and 8 of the Act, responsible for compliance with the Act and the rules made thereunder, including the filing of documents, returns and statements with the Registrar.
8. Admission, Resignation and Cessation
No person shall be admitted as a Partner except with the consent of all the existing Partners and upon execution of a supplementary agreement, to be filed with the Registrar in the prescribed form within the prescribed time. A Partner may resign by giving not less than thirty days' notice in writing to the other Partner(s), in accordance with Section 24 of the Act. On cessation, the outgoing Partner (or the estate of a deceased Partner) shall be entitled to receive the credit balance of contribution and accumulated share of profits, in the manner and over the period mutually agreed.
9. Meetings and Decisions
Decisions of the LLP shall be taken by the Partners by majority, save that no change may be made in the nature of the business, this Agreement, or the profit-sharing ratio without the written consent of all Partners. Minutes of decisions shall be recorded and kept at the registered office within thirty days of the decision.
10. Accounts and Audit
The LLP shall maintain proper books of account on accrual basis and according to the double-entry system, and shall close its accounts on 31st March each year. The Statement of Account and Solvency (Form 8) and the Annual Return (Form 11) shall be filed within the times prescribed under the Act. The accounts of the LLP shall be audited by a Chartered Accountant in accordance with Rule 24 of the LLP Rules, 2009 in any financial year in which the turnover of the LLP exceeds ₹40 lakh or the contribution exceeds ₹25 lakh, and otherwise wherever required under the Income-tax Act, 1961 or any other law.
11. Banking
The bank account(s) of the LLP shall be opened in the name of the LLP and operated by the Designated Partners in such manner as the Partners may decide.
12. Arbitration
All disputes between the Partners, or between a Partner and the LLP, arising out of this Agreement shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be {{execution_place}}.
13. Winding Up
The LLP may be wound up voluntarily with the approval of at least three-fourths of the Partners, or otherwise in accordance with the Act and the rules made thereunder. On winding up, the assets shall be applied first in discharging the liabilities of the LLP, then in returning the contributions of the Partners, and the surplus, if any, shall be distributed in the profit-sharing ratio.
14. Filing of this Agreement
This Agreement (and every change to it) shall be filed with the Registrar in Form 3 within thirty days of its execution, as required under the Act and the LLP Rules, 2009. This Agreement is executed on non-judicial stamp paper of the value required for an LLP agreement under the Stamp Act applicable in the State of execution (commonly computed with reference to the amount of contribution — the rate varies by state).
SCHEDULE — Contribution and Profit-Sharing Ratio
| Partner | PAN | DIN/DPIN | Contribution (₹) | Profit share |
|---|
| {{partner1_name}} | {{partner1_pan}} | | {{partner1_contribution}} | {{partner1_share}} |
| {{partner2_name}} | {{partner2_pan}} | | {{partner2_contribution}} | {{partner2_share}} |
IN WITNESS WHEREOF the Partners have set their respective hands to this Agreement on the day, month and year first above written.
_______________________________
{{partner1_name}} (Partner / Designated Partner)
_______________________________
{{partner2_name}} (Partner / Designated Partner)
Witnesses
1. Signature: _______________________________
Name: _______________________________
Address: _______________________________
2. Signature: _______________________________
Name: _______________________________
Address: _______________________________
