CONVERSION
This query is : Resolved
10 February 2021
Hello, I have requirement of an sample LLP agreement which is used in Conversion of Proprietorship firm into Limited Liability partnership. So request the experts provide.
12 July 2024
Certainly! Here's a sample LLP agreement that can be used in the conversion of a proprietorship firm into a Limited Liability Partnership (LLP). Please note that LLP agreements are customizable and should be drafted or reviewed by a legal professional to ensure compliance with applicable laws and specific requirements of the partners involved.
### Sample LLP Agreement
**1. Name of the LLP:**
The name of the LLP shall be [Proprietorship Firm Name] LLP.
**2. Registered Office:**
The registered office of the LLP shall be situated at [Address].
**3. Date of Incorporation:**
The LLP shall be deemed to have been incorporated on [Date].
**4. Partners:**
The partners of the LLP are:
- [Name of Partner 1], residing at [Address], having PAN [PAN Number]
- [Name of Partner 2], residing at [Address], having PAN [PAN Number]
**5. Nature of Business:**
The LLP shall carry on the business of [Nature of Business], including but not limited to [specific activities or services].
**6. Contribution:**
Each partner shall contribute to the LLP in the following manner:
- [Name of Partner 1]: Contribution of Rs. [Amount] in cash/property/kind.
- [Name of Partner 2]: Contribution of Rs. [Amount] in cash/property/kind.
**7. Profit Sharing:**
The profits and losses of the LLP shall be shared between the partners as follows:
- [Name of Partner 1]: [Percentage]%
- [Name of Partner 2]: [Percentage]%
**8. Management and Decision Making:**
- The partners shall manage the affairs of the LLP jointly.
- Decisions of the LLP shall be taken by mutual consent of the partners.
- Disputes arising between partners shall be resolved through arbitration.
**9. Capital Accounts:**
Capital accounts shall be maintained for each partner showing their contributions, drawings, and share of profits/losses.
**10. Bank Accounts:**
Bank accounts shall be opened in the name of the LLP with [Bank Name] at [Branch], operated jointly by the partners.
**11. Annual Accounts and Audit:**
Annual accounts of the LLP shall be prepared as per the provisions of the LLP Act and audited as required.
**12. Amendments to Agreement:**
This agreement may be amended or modified by mutual consent of the partners in writing.
**13. Dissolution:**
In case of dissolution of the LLP, the assets shall be distributed among the partners in accordance with their profit-sharing ratio after settling all liabilities.
**14. Governing Law and Jurisdiction:**
This agreement shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the jurisdiction of the courts at [Place].
**In Witness Whereof,**
The partners have executed this LLP Agreement on the day, month, and year first above written.
**[Name of Partner 1]**
**[Name of Partner 2]**
**Witness:**
1. ________________________________
Signature: _______________________
2. ________________________________
Signature: _______________________
---
This sample LLP agreement outlines the basic structure and key provisions typically included in such agreements. It's important to customize this template based on your specific requirements, including the nature of business, contributions, profit-sharing ratios, and other terms relevant to your LLP.
For a comprehensive LLP agreement tailored to your conversion process, it's advisable to engage a qualified legal professional who can draft or review the agreement to ensure it complies with all legal requirements and safeguards the interests of all partners involved.
### Sample LLP Agreement
**1. Name of the LLP:**
The name of the LLP shall be [Proprietorship Firm Name] LLP.
**2. Registered Office:**
The registered office of the LLP shall be situated at [Address].
**3. Date of Incorporation:**
The LLP shall be deemed to have been incorporated on [Date].
**4. Partners:**
The partners of the LLP are:
- [Name of Partner 1], residing at [Address], having PAN [PAN Number]
- [Name of Partner 2], residing at [Address], having PAN [PAN Number]
**5. Nature of Business:**
The LLP shall carry on the business of [Nature of Business], including but not limited to [specific activities or services].
**6. Contribution:**
Each partner shall contribute to the LLP in the following manner:
- [Name of Partner 1]: Contribution of Rs. [Amount] in cash/property/kind.
- [Name of Partner 2]: Contribution of Rs. [Amount] in cash/property/kind.
**7. Profit Sharing:**
The profits and losses of the LLP shall be shared between the partners as follows:
- [Name of Partner 1]: [Percentage]%
- [Name of Partner 2]: [Percentage]%
**8. Management and Decision Making:**
- The partners shall manage the affairs of the LLP jointly.
- Decisions of the LLP shall be taken by mutual consent of the partners.
- Disputes arising between partners shall be resolved through arbitration.
**9. Capital Accounts:**
Capital accounts shall be maintained for each partner showing their contributions, drawings, and share of profits/losses.
**10. Bank Accounts:**
Bank accounts shall be opened in the name of the LLP with [Bank Name] at [Branch], operated jointly by the partners.
**11. Annual Accounts and Audit:**
Annual accounts of the LLP shall be prepared as per the provisions of the LLP Act and audited as required.
**12. Amendments to Agreement:**
This agreement may be amended or modified by mutual consent of the partners in writing.
**13. Dissolution:**
In case of dissolution of the LLP, the assets shall be distributed among the partners in accordance with their profit-sharing ratio after settling all liabilities.
**14. Governing Law and Jurisdiction:**
This agreement shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the jurisdiction of the courts at [Place].
**In Witness Whereof,**
The partners have executed this LLP Agreement on the day, month, and year first above written.
**[Name of Partner 1]**
**[Name of Partner 2]**
**Witness:**
1. ________________________________
Signature: _______________________
2. ________________________________
Signature: _______________________
---
This sample LLP agreement outlines the basic structure and key provisions typically included in such agreements. It's important to customize this template based on your specific requirements, including the nature of business, contributions, profit-sharing ratios, and other terms relevant to your LLP.
For a comprehensive LLP agreement tailored to your conversion process, it's advisable to engage a qualified legal professional who can draft or review the agreement to ensure it complies with all legal requirements and safeguards the interests of all partners involved.
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