LLP Agreement Generator (India)

About the LLP Agreement Generator (India)

A limited liability partnership agreement is the written agreement between the partners of an LLP, or between the LLP and its partners, that sets their mutual rights and duties (Limited Liability Partnership Act, 2008, s.2(1)(o) and s.23). Wherever it is silent, the First Schedule to the Act decides instead — equal shares of capital, profits and losses, no pay for partners, one vote each, no expulsion — which is rarely what partners intend.

Enter the LLP, its partners and their contributions, and choose the money terms, how the LLP is managed, the decisions that need everyone, and what happens when a partner leaves. The agreement builds itself with the designated partners and their DINs, the profit sharing ratio, interest and remuneration kept within the income-tax limits, admission, resignation and payout, transfer of a partner’s interest, indemnity, disputes and winding up. Under the form, First Schedule defaults shows each of the fourteen default terms and whether your agreement repeats it, changes it or leaves it to apply. The checks cover the name, the two designated partners with one resident in India, the shares, and the Form 3 deadline. The free preview shows every page with your details and the first part of the wording; a Premium pass unlocks the full agreement to download, copy or print.

Common uses

• Partners of a new LLP putting their contribution, profit shares and roles in writing before filing Form 3.
• Professionals — architects, consultants, chartered accountants — setting up an LLP with working partners paid within the tax limits.
• Founders who signed before incorporation and need the agreement ratified and filed.
• An LLP that never filed a full agreement and runs on the First Schedule defaults, checking which of them apply to it today.

What the agreement covers

• The LLP and its partners: name, registered office, business, and every partner — an individual or a body corporate acting through its nominee — with the Designated Partners, their DINs and residence.
• Money: each partner’s contribution in money, property or services at its agreed value (s.32), interest on contributions, the profit sharing ratio, remuneration of working partners and drawings.
• Running the LLP: who manages, how ordinary decisions are voted, the matters that need every partner’s written consent, minutes within thirty days, bank accounts, books of account, the Statement of Account and Solvency and the annual return (ss.34 and 35).
• Partners joining and leaving: admission with a deed of adherence, resignation on notice, death and insolvency (s.24), the payout to a former partner, an optional power to expel, transfer of a partner’s interest (s.42) and what happens if only one partner is left (s.6(2)).
• Protection and disputes: indemnity of partners and of the LLP, limited liability (s.28), arbitration or the courts, winding up and the order of payment, filing in Form 3 and amendments.

The First Schedule: what applies when the agreement is silent

Section 23(4) of the Act fills every gap in an LLP agreement with the First Schedule. Its fourteen paragraphs say, among other things, that partners share capital, profits and losses equally (paragraph 2), every partner may take part in management (5), no partner is paid for working in the business (6), a new partner needs the consent of all (7), decisions are by a majority in number with one vote each, but the nature of the business changes only with everyone’s consent (8), decisions are minuted within thirty days (9), a partner running a competing business without consent pays its profits to the LLP (11), no partner can be expelled without an express power (13), and disputes go to arbitration (14). The tool marks each paragraph as repeated, changed or applying by default, and can add that comparison to the agreement as an annexure.

Designated partners

Every LLP needs at least two designated partners who are individuals, and at least one of them must be resident in India — someone who stayed in India for at least 120 days during the financial year (s.7(1) and its Explanation). A body corporate partner acts through an individual it nominates. Designated partners need a Designated Partner Identification Number, the DIN (s.7(6)), and are answerable for the LLP’s filings and compliance under the Act (s.8). A vacancy is filled within thirty days (s.9).

Form 3, stamp duty and later changes

The agreement is filed with the Registrar in Form 3 within thirty days of incorporation, and every later change within thirty days of the change; an agreement made before incorporation is filed within thirty days of its ratification by all the partners (LLP Rules, 2009, r.21). A late form costs additional fees that grow with the delay. A partner joining or leaving is notified within thirty days (s.25; Form 4), and a contribution in property or services is valued by a practising chartered accountant, cost accountant or approved valuer (r.23(2)). Stamp duty is set by each State’s stamp law; pay it on e-stamp or stamp paper before signing. Filing is done on the MCA portal.

Interest and remuneration: the income-tax limits

The Income-tax Act, 2025 taxes an LLP as a firm (s.2(45)). Interest to partners above 12% simple a year is not deductible, and remuneration is deductible only for working partners, only when the agreement authorises it, never for a period before the agreement, and only up to a limit on book profit: on the first ₹6,00,000 (or a loss), ₹3,00,000 or 90% of the book profit, whichever is higher, and 60% of the rest (s.35(e)). The agreement’s interest and remuneration clauses stay within those limits.

Rules used and official sources

• Limited Liability Partnership Act, 2008 — ss.2, 5–9, 13, 15, 23–28, 32–35, 42 and the First Schedule
• Limited Liability Partnership Rules, 2009 — rules 21 (Form 3), 22 (Form 4), 23 (valuing contributions) and 24 (accounts)
• Income-tax Act, 2025 — ss.2(45) and 35(e)
• Ministry of Corporate Affairs portal — filing Form 3 and the other LLP forms

Limitations

• A generic template under the Limited Liability Partnership Act, 2008, not legal advice: have a lawyer or company secretary review it, especially for large contributions, foreign partners or regulated professions whose institutes have their own rules.
• It does not calculate stamp duty, the Registrar’s filing fees or late fees, and does not file Form 3 for you.
• Converting a firm, a private company or an unlisted public company into an LLP follows the Second, Third or Fourth Schedule to the Act, which this tool does not cover.
• Supplementary agreements that change an existing one — a partner joining or retiring, a new ratio — are not drafted here; amend the full agreement and file the change in Form 3.

Privacy

On this device; its files download once

Everything happens in your browser. Names, DINs, addresses and amounts are not uploaded or stored by MySmartCoPilot. If you tick Keep a draft in this browser, the form is saved in this browser’s local storage until you untick it.