Docstoc
EXCLUSIVE OFFER FOR DOCSTOC USERS
Try the all-new QuickBooks Online for FREE.  No credit card required.

Limited Liability Partnership Agreement

Document Sample
Limited Liability Partnership Agreement Powered By Docstoc
					A limited liability partnership (LLP) is a partnership in which some or all partners have
limited liability. This Limited Liability Partnership Agreement is an agreement between
the partners that sets forth the material terms and conditions of the relationship between
the partners. It outlines the capital contributions, distribution of profits and losses,
bookkeeping, termination, dissolution and winding up of the partnership, among other
things. This document contains numerous standard provisions that are commonly
included in LLP agreements and may be customized to fit the specific needs of the
partners. This agreement should be used by individuals when forming a limited liability
partnership.
                            LIMITED LIABILITY PARTNERSHIP AGREEMENT

     THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT (hereinafter “the Agreement”)
     made and effective on date, by and between the following Parties:

     __________________ (“Partner 1”) having his, her or its physical place of business at
     __________________, and ________________________ (“Partner 2”) having his, her or its
     physical place of business at _______________________, collectively referred to as the
     “Partners” or “Parties”. [Comment: Additional partners may be added to this Agreement]

     The Partners wish to set forth, in this Agreement, the terms and conditions by which they will
     associate themselves in the Limited Liability Partnership (“LLP”).

     The Partners wish to set forth, in this Agreement, the terms and conditions by which they will
     associate themselves in the Partnership.

     NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Partners
     affirm in writing their association as a Partnership in accordance with the following provisions:
     The Partners wish to set forth, in this Limited Liability Partnership Agreement, the terms and
     conditions by which they will associate themselves in the Limited Liability Partnership.

1.        Formation; Name and Place of Business.

      A.      By this Limited Liability Partnership Agreement and pursuant to the
     ____________________________, or its laws regarding limited liability partnerships, the Partners
     hereby agree to form a limited liability partnership named __________________ (“_____”) or
     such other name as is approved by the Partners, and also agree that such name shall be used at all
     times in connection with the limited liability partnership’s business and affairs. Its principal
     place of business shall be located at____________________ until changed by agreement of the
     Partners, but the limited liability partnership may own property and transact business in any and
     all other places as may from time to time be agreed upon by the Partners. The Partners shall
     execute such assumed or fictitious name certificates as may be desirable or required by law to be
     filed in connection with the formation of the Limited Liability Partnership and shall cause such
     certificates to be filed in all appropriate public records.

     [Insert the name of the individual or partner who] is hereby authorized and empowered
     by all the Limited Partners to prepare, file, and publish either the original or any
     amended or modified Certificates of Limited Liability Partnership as may be necessary
     or desirable.

     B.       A complete list of all Partners are as follows:

              Partners:
              ____________________________

              ____________________________


     © Copyright 2013 Docstoc Inc. registered document proprietary, copy not               2
2.       Purpose.

     The purpose of the Limited Liability Partnership shall be to [_______________________]. The
     Limited Liability Partnership may also engage in any and every other kind or type of business,
     whether or not pertaining to the foregoing, upon which the Partners may at any time or from time
     to time agree.

3.       Term.

     The Limited Liability Partnership shall commence as of the date of this Agreement and shall
     continue until terminated as provided herein or by law.

4.       Partners' Addresses.

     The addresses of the Partners are as stated above. A Partner may change such address by written
     notice to the other Partners pursuant to Section 17.

5.      Capital Accounts and Loans.
     A. The Partners shall make an initial investment of capital, contemporaneously with the
     execution of this Agreement, as follows:

     Partners                              Capital

     1. _______________, ________________ Dollars ($__________) ___% (_______ percent).

     2. _______________, _________________ Dollars ($__________) ___%.(_____ __percent).

     B.      Each Partner shall be personally liable to the LLP for the entire amount his/her/its initial
     capital contribution. In addition to each Partner’s share of the profits and losses of the LLP, as
     set forth in Section 6, each Partner is entitled to an interest in the assets of the LLP.

     C.      The amount credited to the capital account of the Partners at any time shall be such
     amount as set forth in this Section 5 in addition to the Partner’s share of the net profits of the
     LLP and any additional capital contributions made by the Partner and less the Partner’s share of
     the losses of the LLP and any distributions to or withdrawals made by the Partner. For all
     purposes of this Limited Liability Partnership Agreement, the LLP’s net profits and each
     Partner’s capital account shall be computed in accordance with Generally Accepted Accounting
     Principles, consistently applied, and each Partner’s capital account, as reflected on the LLP’s
     federal income tax return as of the end of any year, shall be deemed conclusively correct for all
     purposes, unless an objection in writing is made by any Partner and delivered to the accountant
     or accounting firm preparing the income tax return within one (1) year after the same has been
     filed with the Internal Revenue Service. If an objection is so filed, the validity of the objection
     shall be conclusively determined by an independent certified public accountant or accounting
     firm mutually acceptable to the Partners.




     © Copyright 2013 Docstoc Inc. registered document proprietary, copy not                  3
     D.      Additional Capital Contributions: Each Partner hereby agrees that, in addition to
     his/her/its initial Capital Contribution he/she/it will contribute additional capital to the LLP in an
     amount proportionate to his/her/its ownership interest if the Partners determine, in their
     reasonable business judgment, that such contributions are required to enable the LLP to continue
     to operate or do as follows:

     Such additional capital contributions shall be made by the Partners within twenty (20) business
     days after written notice is received by such Partner 
				
DOCUMENT INFO
Shared By:
Tags:
Stats:
views:1423
posted:12/8/2011
language:simple
pages:26
Description: A limited liability partnership (LLP) is a partnership in which some or all partners have limited liability. This Limited Liability Partnership Agreement is an agreement between the partners that sets forth the material terms and conditions of the relationship between the partners. It outlines the capital contributions, distribution of profits and losses, bookkeeping, termination, dissolution and winding up of the partnership, among other things. This document contains numerous standard provisions that are commonly included in LLP agreements and may be customized to fit the specific needs of the partners. This agreement should be used by individuals when forming a limited liability partnership.