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LLP Agreement: Format, Key Clauses, Stamp Duty & Free Template

What an LLP Agreement is, the clauses it must contain, how stamp duty works — plus a ready format you can download and a CA who'll draft a custom one for you.

What is an LLP Agreement?

An LLP Agreement is the written contract between the partners (and between the partners and the LLP) that sets out their mutual rights, duties, capital contribution and profit-sharing. It's executed under Section 23 of the LLP Act, 2008, on stamp paper, and filed with the MCA in Form 3 within 30 days of incorporation.

Why it matters: if you don't execute and file an LLP Agreement, the default rules in the First Schedule of the LLP Act apply automatically — for example, equal profit-sharing regardless of contribution. A proper agreement puts your own terms in control.
FREE WORD TEMPLATES

Download the LLP agreement formats

Two ready-to-edit Word documents drafted by a practising CA firm. Fill the highlighted fields, print on your state’s stamp paper, sign, and file in Form 3.

LLP Agreement

The main deed for a new LLP — parties, contribution, profit-sharing, partner rights & duties, meetings, disputes and winding-up. File within 30 days of incorporation.

Download (.docx)

Supplementary LLP Agreement

For changing an existing LLP — new business activity, contribution, profit ratio, partner admission/retirement, or name/address. File within 30 days of the change.

Download (.docx)

Free, no sign-up. Samples only — not legal advice. Want it drafted, stamped and filed for you? Message us on WhatsApp.

The clauses your LLP Agreement must cover

A complete agreement should address each of these.

Name & registered office

The LLP's name and registered address.

Business activities

The scope of business the LLP will carry on.

Capital contribution

Each partner's contribution — cash, assets or services.

Profit & loss sharing

The ratio in which profits and losses are shared.

Rights & duties of partners

What each partner can do and is responsible for.

Designated partners

Who they are and their compliance responsibilities.

Remuneration & interest

Partner salary and interest on capital, within limits.

Admission, retirement & expulsion

How partners join or leave the LLP.

Decision-making & banking

How decisions are made and accounts operated.

Dispute resolution & dissolution

Arbitration, amendment and winding-up terms.

Stamp duty on the LLP Agreement

The LLP Agreement must be executed on non-judicial stamp paper, and the stamp duty is not a fixed national rate — it depends on two things:

  • Your state — each state sets its own stamp duty, ranging from a token amount to several thousand rupees.
  • Your capital contribution — in many states the duty scales with the amount of contribution.

Because it varies, we confirm the exact stamp duty for your state and contribution before drafting. You can also see it folded into your total on the LLP registration cost calculator.

Check exact LLP Agreement Stamp Duty here LLP Agreement Stamp Duty.

Get a CA-drafted LLP Agreement

We'll draft an agreement tailored to your partners and business, stamp it correctly for your state, and file it in Form 3 on time — as part of your LLP registration.

Related: Registration process · Documents required · Registration cost

FAQs

What is an LLP Agreement?
It's the written agreement under Section 23 of the LLP Act, 2008 that defines the partners' mutual rights, duties, capital contribution and profit-sharing. It's executed on stamp paper and filed in Form 3 within 30 days of incorporation.
Is an LLP Agreement mandatory?
Yes. Every LLP must execute and file an agreement in Form 3. If you don't, the default provisions of the First Schedule of the LLP Act apply — which may not match how you actually want to run the business.
What is the stamp duty on an LLP Agreement?
It varies by state and by capital contribution, from a token amount to several thousand rupees. We confirm the exact figure for your state before drafting — see the cost calculator.
When must the LLP Agreement be filed?
In Form 3, within 30 days of incorporation. Filing late attracts a per-day penalty, so it's done promptly as part of registration.
Can the LLP Agreement be changed later?
Yes. Amendments (to capital, profit ratio, partners or terms) are made by a supplementary agreement and filed with the MCA in Form 3.