Download LLP Agreement Format (Word) – MCA Compliant Draft

Get immediate access to a professionally drafted LLP Agreement in Word Format designed for seamless filing with the Ministry of Corporate Affairs (MCA). This ready-to-edit template is legally structured to serve as the mutual contract between the designated partners, defining their rights, duties, and liabilities within the Limited Liability Partnership.

Drafted in strict accordance with Section 23(4) of the LLP Act, 2008, this document is mandatory for filing final winding-up procedures MCA Form 3 within 30 days of incorporation. It provides a comprehensive framework for your business, covering essential operational details from the admission of a new partner to the .

Whether you are the First Party or Second Party, this fully customizable draft allows you to easily input specific details. You can add the agreement Date and Place to ensure you can print it on non-judicial stamp paper without legal ambiguity.

What is an LLP Agreement, and when is it required?

An LLP Agreement is a written contract that acts as the constitution for a Limited Liability Partnership. As explicitly stated in the document header, this agreement is drafted in compliance with Section 23(4) of the LLP Act, 2008. It serves as a binding legal document between the partners, referred to as the First Party and Second Party, and defines their mutual rights and duties.

The primary purpose of this document is to record the terms and conditions of the formation of the LLP. Unlike a standard partnership, this agreement ensures that the liability of the partners is limited to the extent of their contributions. It creates a clear governance structure where all decisions are generally taken by the consent of both partners.

When is this document required? This agreement is required immediately after the incorporation of the business. The partners must execute this deed to formally establish the following operational rules:

• Business Scope: To define the ancillary businesses described in Schedule I.

• Profit Distribution: To establish the ratio for dividing net profits or losses.

• Remuneration: To set the salary limits for partners in accordance with Section 40(b) of the Income Tax Act, 1961.

• Capital Contribution: To record the initial investment made by the First and Second Party.

The executed agreement must be printed on non-judicial stamp paper and signed by the partners in the presence of witnesses.

LLP Agreement Clauses Explained

This section breaks down the critical components of the LLP Agreement Word Format. Each clause is designed to ensure operational clarity and legal compliance.

1. Definitions and Interpretation To prevent confusion, the agreement specifies that words and phrases should be interpreted as defined in the Limited Liability Partnership Act, 2008. If a term is not defined in the LLP Act, the interpretation defaults to the General Clauses Act, 1897. This ensures that all legal terminology follows standard Indian statutory definitions.

2. Name and Registered Office The document explicitly records the "Name and Style" of the LLP. It also mandates the inclusion of the Registered Office address. A key feature here is flexibility. The partners can shift the registered office or open branch offices at other places, provided they have the consent of both parties.

3. Partners and Contribution The agreement details the admission of partners and their financial stakes.

• Admission: New partners can be inducted only with the consent of both existing parties.

• Contribution: The initial capital contribution must be clearly stated in words and figures for both the First and Second Party.

• Asset Title: Partners hold rights and title to LLP assets in proportion to their capital contribution.

4. Profit Sharing and Remuneration

• Profit Distribution: The agreement includes a table to specify the percentage share of Net Profit or Loss for each partner. This ratio can be altered with the approval of all partners.

• Remuneration: Partners are entitled to a minimum monthly remuneration. The document explicitly links this to Section 40(b) of the Income Tax Act, 1961, allowing salary adjustments based on "Book Profit".

5. Designated Partners The draft identifies the initial Designated Partners (Mr. X and Mr. Y). It outlines that any eligible person can be appointed as a designated partner with the consent of the First and Second Party. Importantly, a designated partner can resign with a 60 day written notice.

6. Dispute Resolution and Winding Up

• Arbitration: Any disputes that cannot be resolved internally are referred for arbitration under the Arbitration and Conciliation Act, 1996.

• Winding Up: The LLP can be dissolved with the consent of all partners, subject to the provisions of the LLP Act, 2008.

Step-by-Step Filing Instructions (Form 3)

Once you have customized the LLP Agreement Word Format, you must follow a specific procedure to validate the document and file it with the Ministry of Corporate Affairs using Form 3.

1. Printing on Non Judicial Stamp Paper

Before signing, the agreement must be printed on non judicial stamp paper.

• Stamp Value: The value depends on the state where the Registered Office is located and the total capital contribution.

• Date Matching: Ensure that the "Date" and "Place" fields in the introductory clause match the date of purchase or issue of the stamp paper.

2. Execution and Signatures

As per the execution clause, the agreement must be signed by all parties.

• Partners: Both the First Party and Second Party must sign at the designated spots.

• Witnesses: Two witnesses must be present to validate the execution. They must provide their Name, Address, and Signature in the "Witness" section.

3. Extracting Data for Form 3

When filling out MCA Form 3, you will need to input specific data points exactly as they appear in this agreement:

• Total Obligation of Contribution: Enter the total monetary value from the "Contribution" clause.

• Profit Sharing Ratio: Input the exact percentages for Mr. X and Mr. Y as listed in the "Right to Receive Profits or Loss" table.

• Designated Partners: Ensure the details of the initial designated partners match the pre-filled data in the form.

4. PDF Conversion and Upload

After signing, scan the physical document into a PDF.

• Mandatory Attachment: This scanned copy is the mandatory attachment for Form 3.

• Timeline: It must be filed within 30 days of incorporation to comply with Section 23(4) of the LLP Act, 2008.

Execution Checklist Before You File

Before submitting your LLP Agreement for registration, run through this final checklist to ensure your document is legally sound and ready for Form 3 filing.

1. Verify Party Details

• Names and Fathers' Names: Cross-check the spelling of the First and Second Party's names against their PAN cards or passports.

• Addresses: Ensure the full residential addresses are accurate and match the proof of address documents you will submit.

2. Confirm Financial Figures

• Contribution Amount: Check that the initial capital contribution is written correctly in both words and figures for all partners.

• Profit Sharing: Verify that the "Percentage Share" column in the profit sharing table totals exactly 100%.

• Interest Rate: Review the interest on capital clause. The template defaults to 12% simple interest per annum; confirm this matches your intended financial structure.

3. Review Operational Schedules

• Business Objects: Ensure Schedule I is attached and clearly describes the "ancillary businesses" the LLP intends to carry out.

• Designated Partner Powers: Confirm that Schedule II (Powers of Designated Partner) and Schedule III (Decision Making) are included or defined as per your requirements.

4. Final Signatures

• Witnesses: You must have two independent witnesses sign the document. Ensure their names and addresses are legible.

• Partner Signatures: Both partners must sign strictly in the "Signed and delivered by" section.

FAQs

Q1. Is There a Free LLP Agreement Word Format Download?

Yes, the template provided here is a complete, editable structure for your LLP Agreement that you can copy into Microsoft Word. It is designed to be fully compatible with MCA Form 3 requirements. Using this ready-to-use structure saves on drafting fees while ensuring mandatory clauses like Capital Contribution and Profit Sharing are included.

Q2. Can I Use an LLP Agreement Format PDF Instead of Word?

You need both formats at different stages. First, you must use a Word format to draft the agreement because you need to fill in variable details like the Date, Place, Partner Names, and Contribution Amounts, which cannot be easily edited in a PDF. Once the draft is printed on stamp paper and signed by the First Party, Second Party, and witnesses, it must be scanned into a PDF, which is the only format accepted for upload with Form 3 on the MCA portal.

Q3. What Is the “LLP Agreement Format MCA” People Refer To?

When people ask for the "MCA Format," they refer to a draft that complies with Section 23(4) of the LLP Act, 2008. The Ministry of Corporate Affairs does not issue a specific mandatory "fill-in-the-blank" Word template but requires that your agreement contain specific statutory clauses to be valid. The format shared here is "MCA Compliant" because it includes these required sections, such as Definitions linked to the LLP Act and the winding-up clause.

Q4. Can I Edit the Template After Filing? (Supplementary Agreement)

You cannot simply edit the document once it is filed. If you need to change terms like the profit-sharing ratio or Business Object after registration, you must execute a Supplementary Agreement, which acts as an addendum to the original. You must then file Form 3 again to register these changes, as the template allows for modification by mutual agreement in writing.

Q5. What Clauses Are Mandatory for MCA Acceptance?

For your LLP Agreement to be accepted without rejection, it must contain core clauses such as Definitions aligned with the LLP Act, 2008, and a clear Registered Office address. It must also record the Capital Contribution of each partner, a clear profit-sharing ratio table, the identification of Designated Partners, and a Dispute Resolution clause citing the Arbitration and Conciliation Act, 1996.