Partner in an LLP or firm? Know what the deed says about you.
Upload an LLP agreement or partnership deed and get capital contributions, profit sharing, decision-making, admission, retirement and expulsion, exit price and restraints checked from your position.
What people are surprised to learn
An LLP is governed by the LLP Act and its LLP agreement, not the Companies Act.
Partner rights, capital contribution, profit sharing and designated-partner duties in an LLP come from the LLP Act and the LLP agreement. Clauses copied from a private limited company’s shareholders agreement often do not carry over. We flag them, and read every clause from your position as a partner.
What this review checks
- LLP or general partnership, and what that means for liability
- Capital contributions and the penalty for not contributing
- Profit sharing, remuneration and drawings
- Decisions by majority, and amendment without your consent
- Admission, retirement and expulsion of partners
- Exit price for a retiring, expelled or deceased partner (s.73–74)
- Post-exit non-compete (Contract Act s.27)
- Deadlock, dissolution, stamping and FEMA for foreign partners
Quick answer
What should I check in an LLP agreement or partnership deed?
Check whether it is an LLP or a general partnership, since that decides personal liability; your capital contribution and what happens if you cannot contribute more; the profit-sharing ratio, remuneration and drawings; which decisions need your consent and whether a majority can amend the agreement; how partners are admitted, retire or are expelled; and how an exiting partner’s share is valued and paid.
Who this review is for
- Partners joining or setting up an LLP
- Partners in a partnership firm reviewing or changing the deed
- Minority or working partners checking their rights
- Investors putting capital into an LLP
How it works
- 1
Upload the agreement
PDF, Word, a photo or pasted text, with its schedules and annexures.
- 2
Say where you stand
A minority, majority, managing or investing partner reads the same deed differently, so the review is weighted for you.
- 3
Read the report
Capital, profits, decisions, admission and exit, restraints and dissolution, explained plainly with the clause quoted.
- 4
Raise the points
A suggested redline and a polite email to the other side, phrased as questions rather than demands.
6 red flags to look for
Expulsion of a partner by majority without cause
You can be pushed out, and your exit price is then set by the deed.
Exit at book value or capital account only
An exiting partner may receive far less than their share of the business is worth; forfeiture is read down to actual loss under Sections 73–74.
Further capital demanded with a penalty for not contributing
A partner who cannot contribute can lose profit share or be diluted.
Amendment of the agreement by majority
Every other protection in the deed can be voted away.
A post-exit non-compete on partners
A restraint after exit engages Section 27 of the Contract Act.
Company-style clauses copied into an LLP agreement
An LLP is governed by the LLP Act and its agreement; provisions drafted for a company do not carry over.
Terms explained
- LLP
- A limited liability partnership, governed by the LLP Act, 2008 and its LLP agreement.
- Designated partner
- A partner responsible for the LLP’s statutory compliance.
- Partnership deed
- The agreement among the partners of a general partnership firm.
- Capital contribution
- The money or assets each partner puts into the business.
- Profit-sharing ratio
- The proportion in which partners share profits and losses.
- Retirement and expulsion
- How a partner leaves voluntarily, or is removed by the others.
Pricing in India
One plan covers all 14 India analyzers. Prices exclude GST at 18%; a GST invoice with your GSTIN is available.
Single Review
₹999 one-time + GST
One contract review. No subscription, pay once, use within a year.
Pro
₹3,299 / month + GST
4 reviews / month. For founders, freelancers and consultants.
Business
₹6,599 / month + GST
10 reviews / month for HR teams and regular reviewers.
Scale
₹13,199 / month + GST
25 reviews / month for high-volume teams and firms.
LLP & Partnership FAQs
What should I check in an LLP agreement or partnership deed?
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Check whether it is an LLP or a general partnership, since that decides personal liability; your capital contribution and what happens if you cannot contribute more; the profit-sharing ratio, remuneration and drawings; which decisions need your consent and whether a majority can amend the agreement; how partners are admitted, retire or are expelled; and how an exiting partner’s share is valued and paid.
What is the difference between an LLP and a partnership firm?
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An LLP is a separate legal entity governed by the LLP Act and its LLP agreement, and its partners are generally not personally liable for its debts. A general partnership firm is not, and its partners generally are. The report tells you which you are in and what that means for the clauses.
Can the other partners expel me?
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Only if the agreement allows it. The report flags expulsion clauses, the vote needed, and how your share would be valued on exit.
Is this the right analyzer for a shareholders agreement?
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For a private limited company’s shareholders or founders agreement, use the Founder analyzer, which reads it under the Companies Act.
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ClauseAudit provides information and analysis, not legal advice, and does not create an advocate–client relationship. Findings use calibrated language because enforceability depends on facts and forum. Consult a qualified advocate before acting on any finding. See India pricing.