Amended And Restated Limited Liability Company Agreement Template for India

The Amended And Restated Limited Liability Company Agreement is typically used when an Indian LLP needs to substantially update its governing document due to significant changes in partnership structure, business operations, or regulatory requirements. This document becomes necessary when multiple amendments to the original agreement have made it complex to follow, or when major changes in partner relationships, capital structure, or business operations require a fresh documentation of the partnership arrangement. The agreement consolidates all previous amendments and modifications into a single, comprehensive document that complies with the Limited Liability Partnership Act, 2008, and other relevant Indian legislation. It includes detailed provisions about partner rights and obligations, capital contributions, profit sharing, management structure, and operational procedures. This type of agreement is particularly important for maintaining clear governance structures and ensuring legal compliance while adapting to business evolution.

1. Parties: Identification of all current members/partners of the LLP and their contact details

2. Background: History of the original agreement, reasons for amendment and restatement, and effective date of this agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement

4. Amendment and Restatement: Clear statement that this agreement amends and restates the previous agreement in its entirety

5. Formation and Name: Details about the LLP's formation, registration number, and official name

6. Principal Place of Business: Official address and provisions for changing the address

7. Purpose and Powers: Scope of business activities and powers of the LLP

8. Capital Contributions: Details of capital contributed by each partner and provisions for additional contributions

9. Profit and Loss Sharing: Formula and methodology for distributing profits and losses

10. Management Structure: Governance structure, designated partners, and management rights

11. Members' Rights and Obligations: Detailed rights, duties, and obligations of all partners

12. Meetings and Voting: Procedures for partner meetings and voting requirements

13. Accounts and Audit: Financial reporting requirements and audit procedures

14. Transfer of Partnership Interest: Rules and restrictions regarding transfer of ownership interests

15. Exit Provisions: Procedures for partner withdrawal, retirement, or expulsion

16. Dissolution and Winding Up: Circumstances and procedures for dissolving the LLP

17. Confidentiality: Protection of confidential information and trade secrets

18. Notices: Methods and requirements for official communications

19. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

20. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments