LLP AGREEMENT AS PER LLP ACT , 2008

LIMITED LIABILITY PARTNERSHIP

1. LLP AGREEMENT AS PER LLP ACT,2008

2. INTRODUCTION Limited Liability Partnership (LLP) is an incorporated partnership formed and registered under the Limited Liability PartneshipAct,2008 With Limited Liability and perpetual succession. The Limited Liability Partnership Act came in to force , for most part , on 31 st March 2009 followed by the Rules on 1 st April 2009 and the registration of the first LLP was on 2 nd April 2009.

3. Limited Liability Partnership (LLP) would fill the gap between business firms such as sole proprietorship and partnership and limited liability company . It will provide Small and Medium size business to grow and it can turn the global competitiveness. Every Limited Liability Partnership (LLP) , so registered , must have LLP as its acronym. It can sue and be sued.It has a separate existence and a common seal.

4. LLP shall be a body corporate and a legal entity separate from its partners . It will have perpetual succession; like a corporation; The LLP shall be required to have Minimum- at least two partners Maximum- no limit Any individual or body corporate may be a partner in an LLP. The provisions of the Indian Partnership Act, 1932 shall not be applicable to an LLP . FEATURES

5. Any person can be a partner in the LLP in accordance with the agreement. As per Section -5 of this Act any individual or body corporate may be a partner in LLP but individual will not be capable of becoming a partner of LLP under following conditions: 1. He is declared of unsound mind by the court. 2. He is undercharged insolvent. 3. He has applied to be declared as an insolvent and his application is pending. PARTNERS AND DESIGNATED PARTNERS

6. Every designated partner has to obtain DPIN( Designated Partner Identification Number ) from Central Govt. as per the provisions of Companies Act 2013. Disqualifications of a Designated Partner : A person is disqualified to be a designated partner if 1. Has been declared insolvent anytime within five (5) preceding years . 2. Has suspended payment to his creditors within the preceding 5 years . 3. Have been convicted by the court for any offence and sentenced to imprisonment for not less than 6 months.

7. Responsibilities of a Designated Partner : 1. As per the LLP Act, the designated partners will be liable to all the penalties imposed on LLP for contravention . 2. Monetary penalties can be imposed on the Designated partners for acts such as non maintenance of books of accounts, non filings of accounts , non – filings of annual returns etc. 3. All partners are agents of LLP but not of each other.

8. As per the LLP Act , 2008 section 11/1 LLP can be registered if : 1. Two or more persons associated for carrying on a lawful business with a view to earning profit shall subscribe their names in the incorporation document. 2. The incorporation document shall be filed with registrar of the state in which Registered Office of LLP is situated. 3. A statement made by either a lawyer or a CS or a CA or a CMA who is engaged in the formation of LLP shall be filed with the incorporation document. REGISTRATION OF LLP (PROVISION OF INCORPORATION)

9. INCORPORATION DOCUMENT OF LLP AND ITS CONTENT : 1. The incorporation document shall be as per rule 11 of the LLP act in form -2 2. Name of LLP. 3. Proposed business of LLP. 4. Address of registered office of LLP. 5. Name and address of each of the person who is the partner of LLP. 6. Name and address of the persons who are to be the designated partners of LLP. 7. Contain such information related to LLP as prescribed.

10. CERTIFICATE OF INCORPORATION: The Registrar will register the incorporation document and within 14 days will issue a Certificate of Incorporation. The certificate shall be the conclusive evidence that LLP is incorporates by the name specified in the document. NAME OF LLP : According to section 15 0f the LLP Act every LLP will have a prefix of Limited Liability Partnership or LLP as last words of its name . In the opinion of central Govt. if the name is either undesirable or identical to already existing partnership firm or LLP or a body corporate , it can prohibit to keep such a name. LLP can change its name or the place of registered office from one place to another.

11. LLP AGREEMENT: 1. LLP agreements determines the mutual rights and duties of the partners. 2. LLP agreement is required to be filed within 30 days of incorporation to the registrar. 3. A person becomes partner by a virtue of LLP agreement. It is like a MOA and AOA of a company to a LLP. 4. It is a public document of a LLP and is open to public for inspection. 5. In absence of Agreement the last schedule will work like an agreement. 6. Mutual rights and duties of the partners of LLP will be governed by LLP agreement.

12. MADE BY : Abhijeet Chhugani : 18114