LLP Agreement Format
This is a free LLP agreement format you can copy and adapt. It is drafted for an LLP registered in India under the Limited Liability Partnership Act, 2008 — not a generic partnership deed — and it covers the clauses MCA expects you to summarise when you file Form 3.
Three things to know before you use it:
- The agreement must be executed on stamp paper, and the rate is fixed by the state where it is executed, not by MCA. Our LLP agreement stamp duty calculator gives the Gujarat figure.
- It has to be filed in Form 3 within 30 days of incorporation. Filing late attracts an additional fee that keeps climbing.
- If you never execute an agreement, or it is silent on a point, Schedule I of the LLP Act applies by default — which splits profits equally regardless of what each partner actually contributed. That default is the single most common reason partners fall out later.
LLP Agreement — draft format
Replace every bracketed placeholder. Keep the numbering: Form 3 asks you to reference clause numbers.
THIS AGREEMENT OF LIMITED LIABILITY PARTNERSHIP is made at [Place] on this [Day] day of [Month], [Year].
BETWEEN
1. [Full name], son/daughter of [Father's name], residing at [Full address], DPIN [________];
2. [Full name], son/daughter of [Father's name], residing at [Full address], DPIN [________];
hereinafter collectively referred to as the "Partners", which expression shall, unless repugnant to the context, include their respective heirs, executors, administrators and permitted assigns.
WHEREAS the Partners have incorporated a limited liability partnership under the Limited Liability Partnership Act, 2008 bearing LLP Identification Number [LLPIN] and have agreed to record the terms of their mutual rights and duties as follows.
1. Name
The name of the LLP shall be [Name of the LLP] LLP, or such other name as the Partners may decide with the approval of the Registrar.
2. Registered office
The registered office of the LLP shall be at [Full address], and may be changed in accordance with the Act and the rules made under it.
3. Business
The LLP shall carry on the business of [describe the business clearly], and any other business the Partners agree to in writing. The business shall be carried on for profit and shall not include any activity requiring a regulator's prior approval unless that approval is obtained.
4. Duration
The LLP shall commence from the date of incorporation and continue until wound up in accordance with the Act.
5. Contribution
The contribution of the LLP shall be Rs. [amount] contributed as follows:
| Partner | Contribution (Rs.) | Form |
|---|---|---|
| [Partner 1] | [amount] | Cash / other |
| [Partner 2] | [amount] | Cash / other |
Contribution may be increased or reduced only with the written consent of all Partners, and any change shall be filed with the Registrar in the prescribed form.
6. Profit and loss sharing
The profits and losses of the LLP shall be shared between the Partners in the following ratio:
| Partner | Share |
|---|---|
| [Partner 1] | [__]% |
| [Partner 2] | [__]% |
State this expressly. If the agreement is silent, Schedule I applies and profits are shared equally whatever the contribution.
7. Designated Partners
[Name] and [Name] shall be the Designated Partners of the LLP and shall be responsible for compliance with the Act, including the filing of the Statement of Account and Solvency and the Annual Return. Every Designated Partner shall hold a valid DPIN and a valid digital signature.
8. Rights and duties of Partners
Each Partner shall be entitled to take part in the management of the LLP, shall act in good faith, shall render true accounts and full information on all matters affecting the LLP, and shall indemnify the LLP for any loss caused by fraud.
9. Remuneration and interest
Remuneration and interest on contribution payable to the Partners, if any, shall be as the Partners agree in writing from time to time, subject to the limits allowed under the Income-tax Act for deduction in the hands of the LLP.
10. Admission of a new partner
A person may be admitted as a Partner with the written consent of all existing Partners, on the terms recorded in a supplementary agreement, and the change shall be filed with the Registrar in the prescribed form.
11. Cessation, retirement and expulsion
A Partner may cease to be a Partner by giving not less than [30] days' written notice to the other Partners. No Partner shall be expelled by a majority of Partners unless this agreement expressly confers that power — if it does not, the LLP Act does not supply it.
12. Accounts and audit
The LLP shall maintain proper books of account on the [cash / accrual] basis and on the double entry system at its registered office. The accounts shall be audited where required under the rules, and the Statement of Account and Solvency shall be signed by the Designated Partners.
13. Banking
The LLP shall open and operate bank accounts as the Partners decide, operated by [names or "any Designated Partner"].
14. Winding up
The LLP may be wound up voluntarily or by the Tribunal in accordance with the Act and the rules made under it.
15. Arbitration
Any dispute 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 [City].
16. Matters not provided for
Any matter not provided for in this agreement shall be governed by the provisions of the Limited Liability Partnership Act, 2008 and the rules made under it.
IN WITNESS WHEREOF the Partners have set their hands on the day and year first written above.
| Partner | Signature | Witness |
|---|---|---|
| [Partner 1] | ||
| [Partner 2] |
What to do once it is signed
- Execute it on stamp paper of the correct value for your state, on or before the date of signing. Paying stamp duty afterwards does not cure it.
- Have every Partner sign, with a witness.
- File it in Form 3 within 30 days of incorporation. Our Form 3 filing guide walks through the fields.
- When you later change the name, the office, the contribution or the partners, record it in a supplementary agreement and file Form 3 again. Do not rewrite the original.
The clause references Form 3 asks for
Form 3 does not take the agreement as a free-text upload alone — it asks you to state which clause covers particular rules. If you are filling it now, see the clause wording for Rule 16(2), 17(1), 20(1) and 24(18)(a), which gives the exact text to enter against each.
Related formats
- Subscriber sheet format — attached with Form FiLLiP at incorporation
- Form 9 — consent to act as designated partner
- NOC format for the registered office
- Supplementary LLP agreement — for later changes
This format is a starting point, not legal advice for your specific facts. If the partners are contributing unequally, bringing in assets rather than cash, or agreeing anything unusual about control, have the clauses drafted for your situation rather than adapting a template.
Starting a new LLP? We handle LLP registration in Ahmedabad and LLP registration anywhere in Gujarat, fully online on the MCA portal. Start with the documents required for LLP registration.