Last updated: December 17th, 2019 5:35 PM

LLP Agreement Format for Removing Partner

Limited Liability Partnership (LLP) combines the advantage of a Company and Partnership - by providing the Partnership form of entity with limited liability protection. The affairs of a LLP are managed by the Partners of the LLP and a minimum of two Partners must be in the LLP at all times. Due to various reasons, a Partner from a LLP may have to be removed or might resign. The procedure for LLP Partner resignation or removal is covered in this article. In this article, we look at the LLP Agreement format for removing a Partner from a LLP or resignation of Partner from LLP.

LLP Agreement for Removing Partner

This 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 “the Retiring Partner” of the One Part and (Mr. Partner B) residing at (Partner B Address) and (Mr. Partner C) residing at (Partner C 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 (herein referred as LLP) in the name (LLP Name) LLP (Registration No. Number ) 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 subject to the debts and liabilities and of the profits earned till the said date and a sum of (Retiring Partner Share in Rupees) 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:

1. The Retiring Partner doth hereby retire and shall be deemed to have retired from the LLP as from the (Retiring Date) day of (Retiring Month, Year).
2. As from the said 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 between them.
3. It is declared that except as hereinafter provided the Retiring Partner shall not have and he 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.
4. 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.
5. The Retiring Partner agrees and undertakes to execute any document as may be required to give complete effect to his retirement from the LLP.
6. The retirement of the Retiring Partner shall be notified to the Registrar and the Retiring Partner agrees to sign application etc., required for this purpose.
7. The income tax payable by the LLP will be paid by the LLP and the Retiring Partner will pay the income tax on his income and other moneys 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 withinnamed Retiring Partner (Mr. Partner A) In the presence of (Witness A) Signed and delivered by the withinnamed Continuing (Mr. Partner B) (Mr. Partner C) In the presence of (Witness B)

Click here too know more about adding a Partner to a LLP or talk to an IndiaFilings Business Advisor.