• Variable management fee

I AM PLANNING TO INVEST IN AL LLP which is in the business of running a chain of supermarkets in a metro city. 

As per the master LLP agreement, the designated partners shall be entitled to get upto 30% of net profit after tax as management fee for managing the business.

However they are giving assurance verbally that they will take this management fee only if there is any profit after distributing the projected return of 12% which will be paid as interest to the llp partners.

When asked if this clause can be included in the master agreement, their reply was that such a clause is not legally valid.
is this true?
if not can u please quote some examples or relevent laws so that i can show them
Asked 2 years ago in Business Law

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7 Answers

Partners of the LLP are entitled to Profit Share in the LLP at the Profit Sharing ratio specified in the LLP Agreement

 

You should not agree to incorporation of clause that designated partners would take 30 per cent share of net profits after taxes as management fees .  

 

the terms of LLP agreement are sacrosanct and binding upon the partners 

 

Which partners get returns and which doesn’t is purely decided on by the clauses registered in the LLP agreement. Even if a partner is working, inactive, sleeping, active or non-working, if it is specifically mentioned in the LLP agreement that they are to receive a percentage of the profit or interest, then they must be given that amount irrespective of whether they deserve it or have done any work

Ajay Sethi
Advocate, Mumbai
96962 Answers
7825 Consultations

There is no bar against inclusion of such clause in LLP Agreement. Only under Partnership Act, 1932 a partner is not entitled to receive remuneration for taking part in the conduct business of Firm. In LLP Act, 2008 there is no such restriction, a clause to that force can very much be included in LLP Agreement without infringement of any law.

Ravi Shinde
Advocate, Hyderabad
4195 Answers
42 Consultations

In a LLP Profit Sharing Ratio means the ratio in which the profits of the LLP shall be distributed among the partners of the LLP,  The profit sharing of the partners of  a LLP will be in proportion to his contribution or in the ratio of their respective voting rights in the LLP.

If your LLP agreement states that every partner shall be entitled to 30% of net profit after tax and other deductions, then this condition has to be complied by all the partners. 

Any verbal or oral agreement or assurance is not maintainable nor tenable in law. 

While running a business, there are many instances to change LLP agreement or any of its clauses. Any change in the LLP Agreement also requires intimation to RoC

 It is a Partnership. And Returns are not termed as the dividend here. Partners get returns in following three heads:

  • Remuneration
  • Interest on capital
  • Share of profit

The partners can take home all the profit in pre-decided ratio because there is no limit for distribution of profit. LLP structure provides the flexibility to decide how and when a partner is paid. However, you must consider what is allowable remuneration to partners under Income Tax law.

T Kalaiselvan
Advocate, Vellore
87163 Answers
2341 Consultations

Dear Client,

The partners are allowed to make a capital contribution to the entity, which determines their ownership level in the LLP. 

The benefits for the LLP include

  • Promissory notes
  • Money
  • Other agreements in contributing cash or property
  • Contract for the services that are performed or to be performed

The Registered Valuers will value the contributions made by the partners. The valuers should be registered with the Insolvency and Bankruptcy Board of India. The monetary value of every partner’s contribution will be accounted. The amount and the nature of the contribution must be disclosed to all the partners in the LLP.

The promise to perform services in the future or contribute cash in the future for the current partnership interest cannot be enforced. Such a promise can be implemented only in writing, along with the signature of the partner.

The capital amount fixed by the partner should be inserted in the capital clause of the LLP agreement. The clause can specify the manner of the capital contribution. The partners can contribute the future capital, and the contribution can be the same percentages as the initial capital. The future capital contribution should be mentioned in the sub-clause of the Capital Main Clause. 

 

Thank You.

Anik Miu
Advocate, Bangalore
10178 Answers
120 Consultations

That clause can also be mentioned. Nothing illegal in it.

Verbal commitment cannot be enforced in any court of law.

Siddharth Jain
Advocate, New Delhi
6379 Answers
102 Consultations

It's better you avoid the interest angle in the same

Prashant Nayak
Advocate, Mumbai
32486 Answers
201 Consultations

Whatsoever clauses are made at the time of registering LLP is valid later to run the business. 

So take in writing whatever clauses you want to mention in the agreement. 

Ganesh Kadam
Advocate, Pune
12987 Answers
262 Consultations

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