As a professional, I`m here to provide an overview of the draft supplementary LLP agreement for admission and resignation of partners. Limited Liability Partnership (LLP) is a popular business structure in India. It offers a blend of the advantages of partnership and limited liability companies. In an LLP, partners enjoy limited liability protection, and the partnership is taxed as a partnership, while the partners can also participate in the management of the business.
An LLP is a legal entity, and it has a Partnership Agreement that governs its operation. A Partnership Agreement is a legal document that outlines the terms and conditions of the partnership, including the rights and duties of the partners, profit-sharing, and decision-making. However, sometimes, the original Partnership Agreement might not cover all the situations that may arise during the life of the partnership. In such cases, the partners might need to draft a supplementary agreement that would cover specific situations.
One of the common situations that might require a supplementary LLP agreement is the admission or resignation of a partner. An LLP agreement usually specifies the procedures for admitting a new partner or removing an existing partner. Still, if the agreement is silent on these matters or if there is a need to modify the existing provisions, the partners can draft a supplementary agreement.
The draft supplementary LLP agreement for admission and resignation of partners should cover the following items:
1. Purpose and Scope: The agreement should state the purpose of the agreement and the scope of its application. It should also mention the names of the partners who are party to the agreement.
2. Admission of a New Partner: The agreement should outline the procedures for admitting a new partner. It should mention the criteria for selecting the new partner, such as their qualifications, experience, and financial contribution. It should also specify the rights and duties of the new partner and the consequences of their admission.
3. Resignation of a Partner: The agreement should outline the procedures for the resignation of a partner. It should mention the notice period required for resignation and the consequences of resignation, such as the distribution of assets and liabilities.
4. Capital Contribution: The agreement should specify the amount of capital contribution required from the new partner. It should also mention the procedures for returning the capital contribution in case of resignation or expulsion of the partner.
5. Profit-Sharing: The agreement should specify the profit-sharing ratio between the partners, including the new partner. It should also mention the procedures for adjusting the profit-sharing ratio in case of admission or resignation of a partner.
6. Decision-Making: The agreement should mention the procedures for decision-making, including the voting rights of the partners. It should also mention the procedures for resolving disputes and the consequences of deadlock situations.
In conclusion, a draft supplementary LLP agreement for admission and resignation of partners is a crucial document that should be prepared with care. It should cover all the necessary items and be drafted in a clear and concise language. If you need help drafting a supplementary LLP agreement, you should consult a legal expert who has experience in this area.