What is the LLP Agreement Format for Removing a Partner?

The affairs of an LLP are managed by the Partners of the LLP and a minimum of two Partners are to be maintained at all times in an LLP. A Partner can be removed from an LLP or he/she may resign due to varying reasons. The overall procedure for the LLP Partner resignation or removal is being covered in brief in this write-up.

Limited Liability Partnership (LLP) is a great combination having the advantages of a Company and Partnership by means of providing the Partnership form of an entity with limited liability protection. 

LLP Agreement Format

This particular deed is made at (City) this (Date) day of (Month, Year) between (Mr. Retiring Partner) residing at (Retiring Partner Address) hereinafter referred to as “The Retiring Partner” of the One Part and Mr. Partner B residing at Partner B’s address and Partner C residing at Partner C’s address both collectively hereinafter referred as the “Continuing Partners” of the other part.

Whereas the parties hereto have been carrying on the business in Limited Liability Partnership (LLP) in the name (LLP name) LLP (Registration No.) under the Limited Liability Partnership agreement date (Original LLP Agreement Date).

And whereas the Retiring Partner has given notice to the continuing Partners and LLP of his desire to retire from the said LLP as from the (Retiring Date) day of (Retiring Month, Year).

And whereas accordingly, accounts have been made up of the assets which are subject to debts and liabilities and the profits earned till the said date and a sum is found to be due and payable to the Retiring Partner in lieu of his share.

And whereas it is now proposed to execute this Deed of Retirement recording the terms and conditions of such retirement. Now, therefore it is agreed between the parties hereto as follows:

The Retiring Partner doth thereby retire and will be deemed to have retired from the LLP as from the (Retiring Date) day of (Retiring Month, Year).

As from the side date, the Continuing Partners have been and will be entitled to continue to carry on the said business as limited liability partnership as may be agreed upon them.

It is declared that except as hereinafter provided the Retiring Partner shall have and bee hereby releases all his share, right, title and interest in the business of the LLP, its assets including goodwill, all licenses and permits held by the LLP, its outstanding dues and receivables and outstanding contracts, that the same shall belong to the Continuing Partners alone.

The Retiring Partner confirms that as a result of accounts being taken a sum of (Retiring Partner Share in Rupees) is due and payable to him in lieu of his share, right, title and interest in the LLP business including its assets and goodwill and he has no other claim against the Continuing Partners in respect of the LLP.

The Retiring Partner agrees and undertakes to execute any document as may be required to give complete effect to his retirement from the LLP.

The retirement of the concerned Retiring Partner will be notified to the Registrar and the Retiring Partner agrees to sign application etc., required for this particular purpose.

The income tax which is payable by the LLP will be paid by the LLP and the Retiring Partner will pay the income tax on his income and other money received from the LLP as per the Income Tax Act.

In witness whereof the Partners have put their respective hands the day and year first hereinabove written.

Signed and delivered by the within named Retiring Partner (Mr Partner A)

In the presence of Witness A

Signed and delivered by the within named Continuing Mr Partner B and Mr Partner C

In the presence of Witness B.

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