This Limited Liability Partnership Agreement ("Agreement") is made and executed on this [Day] day of [Month], [Year] at [Place], India.

BETWEEN:

1. [Full Name of Partner 1], aged [Age], son/daughter of [Father's Name], residing at [Full Address], holding Permanent Account Number (PAN) [PAN Number] and Aadhaar Number [Aadhaar Number] (hereinafter referred to as "Partner 1")
2. [Full Name of Partner 2], aged [Age], son/daughter of [Father's Name], residing at [Full Address], holding Permanent Account Number (PAN) [PAN Number] and Aadhaar Number [Aadhaar Number] (hereinafter referred to as "Partner 2")

(Collectively referred to as "Partners" and individually as "Partner")

WHEREAS:

1. The Partners have mutually agreed to form a Limited Liability Partnership under the name [Name of LLP] ("LLP") to carry on a lawful business in accordance with the provisions of the Limited Liability Partnership Act, 2008 ("Act").
2. The LLP has been duly incorporated and registered with the Registrar of Companies, [Location of RoC], under LLP Identification Number (LLPIN) [LLPIN Number] on [Date of Registration].
3. The Partners intend to define their mutual rights, duties, obligations, and responsibilities in connection with the formation and operation of the LLP through this Agreement.
4. This Agreement is executed in compliance with Section 23 of the Act and shall be filed with the Registrar of Companies within the prescribed time.

NOW THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

• "Act" means the Limited Liability Partnership Act, 2008, and any amendments thereto.
• "LLP" means [Name of LLP] as registered under the Act.
• "Designated Partner" means a Partner designated under Section 7 of the Act.
• "Capital Contribution" means the amount contributed by each Partner to the LLP as per Clause 5.
• "Financial Year" means the period from 1st April to 31st March of the following year.

1.2 Interpretation:

• Words importing the singular include the plural and vice versa.
• Headings are for convenience only and shall not affect the interpretation of this Agreement.

2. NAME OF THE LLP

2.1 The business of the LLP shall be carried on under the name [Name of LLP] or such other name as may be mutually agreed by the Partners and approved by the Registrar of Companies.

3. REGISTERED OFFICE

3.1 The registered office of the LLP shall be situated at [Full Address of Registered Office], or at such other place as the Partners may unanimously decide and notify to the Registrar of Companies in accordance with the Act.

4. NATURE AND SCOPE OF BUSINESS

4.1 The LLP shall engage in the business of [Description of Business] and such other ancillary or incidental activities as the Partners may unanimously agree upon from time to time.

5. TERM OF THE LLP

5.1 The LLP shall commence its business on [Date of Commencement] and shall continue in existence until dissolved by mutual agreement of the Partners or as provided under the Act.

6. CAPITAL CONTRIBUTION

6.1 The initial capital of the LLP shall be ₹ [Amount in Figures] ([Amount in Words]) contributed by the Partners in the following proportions:

• [Name of Partner 1]: ₹ [Amount] ([Percentage]%)
• [Name of Partner 2]: ₹ [Amount] ([Percentage]%)

6.2 The capital contribution may be in the form of cash, property, or services, as agreed by the Partners, and shall be credited to the respective Partner's capital account.

6.3 Additional capital contributions, if required, shall be made by the Partners in such proportions and at such times as mutually agreed in writing.

6.4 Interest on capital contribution shall be payable at the rate of [Rate]% per annum, or as mutually agreed, subject to the availability of profits.

7. PROFIT AND LOSS SHARING

7.1 The net profits and losses of the LLP, after providing for all expenses and liabilities, shall be shared among the Partners in the following ratio:

• [Name of Partner 1]: [Percentage]%
• [Name of Partner 2]: [Percentage]%

7.2 Profits shall be distributed annually or at such intervals as decided by the Partners, subject to the maintenance of adequate working capital for the LLP's operations.

8. MANAGEMENT AND DESIGNATED PARTNERS

8.1 The LLP shall be managed by its Designated Partners, who shall be responsible for compliance with the Act and other applicable laws. The initial Designated Partners are:

• [Name of Designated Partner 1], DPIN: [Designated Partner Identification Number]
• [Name of Designated Partner 2], DPIN: [Designated Partner Identification Number]

8.2 The Designated Partners shall perform their duties as per Section 7 of the Act and shall be liable for any non-compliance as prescribed.

8.3 Major decisions, including borrowing funds exceeding ₹ [Amount], entering into contracts above ₹ [Amount], or acquiring/disposing of assets, shall require the unanimous consent of all Partners.

8.4 Day-to-day operations may be delegated to one or more Partners or employees as decided by the Partners.

9. ROLES AND RESPONSIBILITIES OF PARTNERS

9.1 [Name of Partner 1]: Shall be responsible for [Specific Duties] and shall devote [Full-time/Part-time] to the LLP's business.

9.2 [Name of Partner 2]: Shall be responsible for [Specific Duties] and shall devote [Full-time/Part-time] to the LLP's business.

9.3 All Partners shall act in good faith and in the best interests of the LLP.

10. BANK ACCOUNTS

10.1 The LLP shall open and maintain one or more bank accounts with [Name of Bank], [Branch Name], or such other bank as mutually agreed by the Partners.

10.2 The bank accounts shall be operated jointly by [Names of Authorized Partners] or as per a resolution passed by the Partners.

11. BOOKS OF ACCOUNTS AND AUDIT

11.1 The LLP shall maintain proper books of accounts at its registered office, reflecting all financial transactions, in accordance with Section 34 of the Act.

11.2 The books of accounts shall be open for inspection by any Partner during business hours.

11.3 The financial year of the LLP shall be from 1st April to 31st March.

11.4 The accounts of the LLP shall be audited annually by a Chartered Accountant appointed by the Partners, and the audited financial statements shall be filed with the Registrar of Companies as required under the Act.

12. ADMISSION OF NEW PARTNERS

12.1 No new Partner shall be admitted into the LLP without the unanimous written consent of all existing Partners and compliance with the provisions of the Act.

12.2 The terms of admission, including capital contribution and profit-sharing ratio, shall be documented in a supplementary agreement.

13. RETIREMENT, EXPULSION, AND DEATH OF A PARTNER

13.1 Retirement: A Partner may retire from the LLP by giving [e.g., 3 months] prior written notice to the other Partners. The retiring Partner shall be entitled to their share of capital and profits accrued up to the date of retirement, as per the books of accounts.

13.2 Expulsion: A Partner may be expelled by a unanimous decision of the other Partners in case of [e.g., fraud, misconduct, breach of this Agreement], subject to the provisions of the Act. The expelled Partner shall be entitled to their capital contribution, adjusted for any losses or liabilities.

13.3 Death or Insolvency: In the event of the death or insolvency of a Partner, their legal heirs or representatives shall be entitled to the deceased/insolvent Partner's share as per the Act, unless otherwise agreed.

14. RESTRICTIONS ON PARTNERS

14.1 No Partner shall, without the prior written consent of the other Partners:

1. Engage in any business that competes with the LLP.
2. Assign or transfer their interest in the LLP to a third party.
3. Incur any liability or debt on behalf of the LLP beyond their authority.

15. DISSOLUTION OF THE LLP

15.1 The LLP may be dissolved by mutual consent of all Partners or as provided under Section 63 or 64 of the Act.

15.2 Upon dissolution, the assets of the LLP shall be applied in the following order:

1. Payment of debts and liabilities to third parties.
2. Repayment of loans or advances made by Partners.
3. Distribution of the remaining assets among the Partners in proportion to their capital contribution or profit-sharing ratio, as agreed.

16. CONFIDENTIALITY

16.1 All Partners shall maintain the confidentiality of the LLP's business information and shall not disclose it to any third party without prior written consent, except as required by law.

17. DISPUTE RESOLUTION

17.1 Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996.

17.2 The arbitration shall be conducted by a sole arbitrator appointed by mutual consent of the Partners, failing which by the High Court of [State].

17.3 The seat of arbitration shall be [City], and the language of proceedings shall be [Language].

18. MISCELLANEOUS

18.1 Amendments: This Agreement may be amended only by a written instrument signed by all Partners and filed with the Registrar of Companies, if required.

18.2 Binding Effect: This Agreement shall be binding on the Partners and their legal heirs, successors, or assigns, as applicable.

18.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.

18.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.5 Notices: Any notice under this Agreement shall be in writing and delivered to the Partners at their respective addresses mentioned herein or as updated in writing.

IN WITNESS WHEREOF, the Partners have executed this Limited Liability Partnership Agreement on the day, month, and year first above written.