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The Uniform Partnership Act sets forth the mechanism by which a partnership can become a limited liability partnership, which includes the filing of a statement of qualification. The name of a limited liability partnership must include some designation of that type of organization, such as the initials “L.L.P.” at the end of the name. A limited liability partnership must file an annual report with the secretary of state, and failure to do so can result in the revocation of the partnership's statement of qualification. The Uniform Partnership Act also sets forth procedures for a foreign limited liability partnership to qualify to do business in a state. The limited liability partnership ("LLP") is a form of general partnership, created under state general partnership laws, in which partners are statutorily relieved of all or part of their personal liability for partnership liabilities, debts and obligations. Although numerous states have enacted LLP statutes, the nature and extent of relief from personal liability and the types of business enterprises that can use the LLP form varies depending on the state of LLP formation.
Limited Liability Partnership Agreement of (Name of Partnership), L.L.P. This Limited Liability Partnership Agreement is made and entered into as of the (date), by and among John Doe, hereinafter called Doe, Mary Smith, hereinafter called Smith, and John Roe, hereinafter called Roe, each of whom is referred to herein as a Partner. The Partners hereby form a limited liability partnership, hereinafter called the Partnership under the laws of the State of (Name of State) for the purpose of (describe business of Partnership) and agree to operate the Partnership pursuant to the terms and provisions hereinafter set forth. I. Definitions. A. Capital Account means the Capital Account maintained for each Partner pursuant to Section VII(C). B. Capital Contribution means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Partnership interest held by such Partner. For purposes of this Paragraph, money contributed to the Partnership does not include increases in any Partner's share of Partnership liabilities pursuant to Code § 752(a). C. Code means the Internal Revenue Code of 1986, as amended from time to time. D. Depreciation means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year of other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deductions for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by a Majority of the Partners. E. Gross Asset Value means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: 1. The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the other General Partners; 2. The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Partners, as of the following times: (i) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership if the Partners shall reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; and (ii) the liquidation of the Partnership within the meaning of Treas. Regs. § 1.704-1(b)(2)(ii)(g); 3. The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution as determined by the distributee Partner and the other Partners; and 4. The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code § 734(b) or Code § 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts; provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph to the extent the Partners determine that an adjustment pursuant to the foregoing Paragraph is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph. The determination of the Gross Asset Value of an asset shall take into account the premium or discount, if any, of the liabilities associated with such asset. If the Gross Asset Value of an asset has been determined or adjusted pursuant to the foregoing Subparagraphs B or D, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. F. Majority of the Partners means more than 50% of the Partners. G. Net Cash Flow means for each fiscal year or other period, all revenues (which do not include refundable deposits or unearned rent) of the Partnership received in cash during such fiscal period, including Capital Contributions and the net cash proceeds from a sale or other disposition of a Partnership asset, less the sum of (i) operating expenses of the Partnership paid in cash during such period, (ii) the aggregate of all cash payments during such period with respect to proper liabilities of the Partnership and payments of interest and principal on indebtedness of the Partnership, (iii) amounts paid on account of any loans made to the Partnership by any Partner (interest on which shall be at the rate of one (1) percentage point over the then prevailing prime rate of (Name and Location of Bank), as it varies from time to time, but in no event to exceed the maximum rate permitted by law); and (iv) such reserves, if any, as a Majority of the Partners shall agree upon. H. Nonrecourse Deductions has the meaning set forth in § 1.704-2(b)(1) of the Treas.Regs. The amount of Nonrecourse Deductions for a Partnership fiscal year equals the excess of (i) net increase, if any, in the amount of partnership minimum gain during that fiscal year over (ii) the aggregate amount of any distributions during such fiscal year of proceeds of a nonrecourse liability that are allocated to any increase in partnership minimum gain, determined according to the provisions of § 1.704-2(c) of the Treas.Regs. I. Profits and Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Code § 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code § 703(a)(1) shall be included in taxable income or loss), with the following adjustments: 1. Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss; 2. Any expenditures of the Partnership described in Code § 705(a)(2)(B) or treated as Code § 705(a)(2)(B) expenditures pursuant to Treas.Regs. § 1.704- 1(b)(2)(iv)(b), and not otherwise taken into account in computing Profits or Losses pursuant to this paragraph shall be subtracted from such taxable income or loss; 3. In the event the Gross Asset Value of any Partnership asset is adjusted, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; 4. Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; and 5. In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period. II. Name. The name of the Partnership shall be XYZ, LLP. The business of the Partnership, however, may be conducted under any other name selected unanimously by the Partners. III. Place of Business; Execution of Lease. The location of the principal place of business of the Partnership, and the place where the records of the Partnership shall be kept, shall be (street address, city, state, zip code), or such other place as may from time to time be designated by a Majority of the Partners. It is agreed that the principal place of business shall be maintained by the Partnership under a lease in the form attached hereto as Exhibit A, and each Partner hereby authorizes and ratifies the execution by the Partnership of such lease. IV. Purpose. The purpose for which the Partnership is organized is to render (describe), which shall consist of any and all work or duties within the scope of (Name of Profession), such as (describe). Such purposes may not be amended except upon unanimous approval of the Partners. V. Term. The term of the Partnership shall commence on the date hereof and shall continue until (date), unless earlier terminated in accordance with this Agreement or as otherwise provided by law. VI. Registration and Renewal. The Partners shall acknowledge and cause to be filed in the Office of the (Name of State) Secretary of State a statement of qualification as a limited liability partnership, and annual reports as and when required by applicable law. The Partnership shall cause the publication of the statement of qualification as required by applicable law. VII. Capital Contributions and Capital Accounts. A. Capital Contributions. The Partners' Capital Contributions shall consist of: 1. An initial capital contribution of $ ___________ each due immediately upon execution hereof, and 2. Additional Capital Contributions, not to exceed $______________ per Partner in the aggregate, due upon demand therefore by a Majority of the Partners. Any demand for additional Capital Contributions shall be made solely in the discretion of a Majority of the Partners as and when they deem the finances of the Partnership to require such a draw. Further, whenever such a demand is made, an equal amount shall be demanded from each Partner. B. Default. In the event of a default by any Partner in its contribution obligations, the other Partners shall have the right, but not the obligation, to advance extra capital in accordance with the provisions of Section XX hereof. C. Capital Accounts. The Partnership shall maintain for each Partner a Capital Account in accordance with the rules of Regulations Sections 1.704-1(b) and 1.704-2. D. Carryover of Capital Account Upon Transfer of Partnership Interest. Upon transfer of all or a part of an interest in the Partnership, the Capital Account of the transferor that is attributable to the transferred interest shall carry over to the transferee partner. Notwithstanding the preceding sentence, if the transfer of an interest in the Partnership causes a termination of the Partnership under § 708(b)(1)(B) of the Code, the Capital Account that carries over to the transferee partner will be adjusted in accordance with Paragraph (b)(2)(iv)(e) of Treas.Regs. § 1.704-1 in connection with the constructive liquidation of the Partnership under Paragraph (b)(1)(iv) of Treas.Regs. § 1.708-1. The constructive reformation of the Partnership shall, for purposes of this Section 7 only, be treated as the formation of a new partnership, and the Capital Accounts of the Partners will be determined and maintained accordingly. VIII. Rights, Powers and Liabilities of the Partners. A. Management of Partnership Day-to-Day Business. The day-to-day business of the Partnership shall be administered at the direction from time to time of a Majority of the Partners. A Majority of the Partners may effect such administration in any manner deemed appropriate by them in their sole discretion, including, without limitation, the appointment of a Partner as Managing Partner with or without established guidelines for authority and action. B. Extraordinary Partnership Decisions. All Partnership decisions involving matters other than the day-to-day business of the Partnership, including, without limitation, decisions involving or relating to: 1. The sale, lease or other disposition of any property of the Partnership having a value in excess of $5,000; 2. The purchase or contract to purchase, by the Partnership, of any real property, or any asset or service with a cost to the Partnership in excess of $5,000; 3. The settlement, release or compromise of any claims or debts of or in favor of the Partnership; 4. Any transaction with an affiliate of any Partner; 5. The admission of a new Partner to the Partnership (provided that any new Partner admitted under this subparagraph shall execute a counterpart of this Partnership Agreement and shall agree to be bound by all of the terms and provisions hereof to the same extent as if he or she were an original signatory hereto, except that such new Partner shall have no liability with respect to Partnership liabilities arising prior to such new Partner's admission to the Partnership); 6. Dissolution of the Partnership prior to its stated term; or 7. Any other transaction in connection with which it is anticipated that the Partnership will expend in excess of $5,000, shall, unless a specific provision of this Agreement (such as Section X below or Section IV above) requires unanimous approval, be made only by the written consent of greater than 75% of the Partners, which consent a Partner may give or withhold in each Partner's sole and absolute discretion. Such consent may be obtained with or without a meeting of all of the Partners. C. Nonwaiver. Except as expressly set forth in this Paragraph VIII, nothing contained herein shall be construed to limit or modify the duty of care, duty of loyalty or obligations of good faith and fair dealing of any partner, provided that: 1. The following categories of activities shall not be construed as a violation of any partner's duty of loyalty: (describe); 2. The following shall prescribe the standard by which the performance of the Partners' duty of care is to be measured: (describe); and 3. The following shall prescribe the standards by which the performance by the partners of the obligations of good faith and fair dealing are to be measured: (describe). IX. Full Time Service; Competing Activities. Each Partner shall devote all of his or her professional time to the business of the Partnership and shall engage in no competing activity without the written consent of all other Partners. It is agreed that any activity involving (describe) or commercial activity substantially related to (describe) shall be deemed to be a competing activity. Moreover, it is acknowledged that the pursuit by any Partner of business activities that compete with the business of any client of the Partnership is potentially disadvantageous to the Partnership, and therefore prior to engaging in any such activities, a Partner shall submit a written proposal to the Partnership describing in detail the contemplated activities and shall not pursue such activities without the consent of a Majority of the Partners. X. Decisions Requiring Unanimous Approval. Notwithstanding any other provision hereof, a decision on any of the following matters shall require the unanimous approval of all of the Partners, which approval a Partner may give or withhold in such Partner's sole and absolute discretion: A. Amendments of this Agreement, including any amendment to admit a new partner; B. Any sale or other disposition of substantially all of the assets of the Partnership or disposition of the goodwill of the Partnership's business; C. Borrowings by the Partnership in excess of $15,000 in the aggregate; D. Any assignment of the property of the Partnership in trust for creditors or on the assignee's promise to pay the debts of the Partnership; E. Any act which would make it impossible to carry on the ordinary business of the Partnership; or F. Any confession of a judgment or submission of a Partnership claim or liability to arbitration or reference. XI. Income, Gain, Losses and Distributions. All Partnership income, loss, gain and credits for each fiscal year shall be allocated to the Partners in accordance with their Participation Percentage as established by the Partnership not later than ninety days following the end of the year in question. The total Participation Percentages shall equal 100%; each Partner shall be assigned a Participation Percentage based on such Partner's contribution to the Partnership for the year in question. The evaluation of each Partner's contribution shall take into consideration, among other things, such Partner's billings and collections for the year in question, the total billed to and collected from clients whose accounts are managed by such Partner, such Partners administrative contribution to the Partnership, and such Partner's years of service to the Partnership. Participation Percentages shall be established by a Majority of the Partners at a meeting held for that purpose. Notwithstanding any other provision hereof, in the absence of willful disregard of Partnership obligations, no Partner shall be assigned a Participation Percentage which, when applied to Partnership income for the year in question would yield income to such Partner in an amount less than such Partner's Minimum Income Share. Each Partner's Minimum Income Share shall be an amount equal to (a) 75% of (b) such Partner's income for the previous year multiplied by a fraction, the numerator of which is the Partnership's Net Income Per Partner for the year in question and the denominator of which is the Partnership's Net Income Per Partner for the previous year. Net Income Per Partner shall be the Partnership's adjusted income for federal income tax purposes divided by the number of Partners for the year in question (provided that if Partners have been admitted to or left the firm during the year in question, the total number of Partners shall be adjusted appropriately to yield a full time equivalency). All distributions by the Partnership shall be made pro rata to the Partners in accordance with Participation Percentages for the year(s) in question. XII. Books, Records, Accounting, Reports and Certain Tax Matters. A. Fiscal Year. The fiscal year of the Partnership shall be the calendar year. B. Books of Account. The Partnership shall keep proper and complete books of account adequate for its purposes. The books of account shall be maintained at its principal place of business and shall be open to inspection and copying by any of the Partners or by their authorized representatives at any reasonable time during business hours. Balance sheets and income reports, audited if requested by any Partner, as well as state and federal income tax returns, shall be prepared at Partnership expense at the end of each fiscal year by (name of accounting firm) or such other public accounting firm as hereafter selected by a Majority of the Partners. C. Basis of Accounting. The Partnership books shall be kept on a cash basis. D. Bank Accounts. All funds of the Partnership are to be deposited in the Partnership's name in such bank account or money market account or accounts as may be designated by a Majority of the Partners and may be withdrawn for authorized Partnership purposes on the signature of any Partner and such other person or persons as a Majority of the Partners may authorize. E. Annual Reports. Within seventy-five (75) days after the close of the Partnership's fiscal year, the Partnership shall prepare and mail to each Partner a copy of the Internal Revenue Service Form K-1 as attached to the federal partnership tax return to be filed for the Partnership. Upon request by a Partner, the Partnership will provide such Partner, within ninety (90) days following the end of any fiscal year, a written report setting forth the following: 1. The assets and liabilities of the Partnership; 2. The net income or net loss of the Partnership; 3. Such Partner's Capital Account and the manner of its calculation; and 4. Any other information necessary to enable such Partner to prepare the Partner's individual income tax returns. F. Meetings. Meetings of the Partners shall be scheduled for mutually convenient times, and each Partner shall have at least twenty-four (24) hours notice of any meeting. Meetings may be called by any Partner. At any meeting, a quorum shall exist only if all Partners are in attendance, either in person or by phone or by written proxy (including a facsimile transmitted proxy) given to a Partner in attendance. G. Written Minutes. Written minutes of the business transacted at Partnership meetings (if any) shall be made and retained at the Partnership office only if requested by any Partner. H. Tax Matters Partner. (Name of Partner) is hereby appointed as the tax matters partner of the Partnership within the meaning of § 6231(a)(7) of the Code. XIII. Dealing With Affiliates; Business Opportunities. The Partnership shall not enter into any agreements or transactions with, and shall make no payments to, Affiliates of any of the Partners except as otherwise unanimously agreed by the Partners. It is acknowledged that from time to time Partners shall have presented to them, by clients or by third parties, opportunities for investment or active participation in outside business activities. It is further acknowledged that all such opportunities shall initially constitute assets of the Partnership. When presented with any such opportunity, a Partner shall notify the Partnership thereof in writing, and shall include in such notification a recommendation as to whether the Partnership should pursue such opportunity. If the Partnership elects not to pursue the opportunity, the Partner to whom it was presented shall be free to pursue it, subject to the obligations of such Partner hereunder with respect to, among other things, the devotion of substantially all of his or her professional time to the business of the Partnership. XIV. Transfer of Interests. Except with the prior written consent of all other Partners, no Partner shall sell, assign, convey, hypothecate, encumber or otherwise create in any other party an interest in such Partner's interest in the Partnership, and any attempt to do so shall be void. XV. Retirement, Withdrawal, Death, Disability, or Bankruptcy of a Partner. A. Retirement. Each Partner shall be entitled to retire upon reaching the age of 55, and shall be required to retire (unless otherwise agreed in writing by all other Partners) upon reaching age 65. Upon retirement, such Partner's interest in the Partnership shall be redeemed for an amount equal to his or her then-current Capital Account, which amount shall be paid, with interest at 10% per annum, in 120 equal monthly installments. B. Withdrawal. Any Partner shall have the right to withdraw from the Partnership at any time. If a Partner elects to withdraw prior to age 55, such Partner's interest in the Partnership shall be redeemed for an amount equal to his or her then-current Capital Account, which shall be paid, without interest, as follows: one-half of such balance shall be paid in 60 equal monthly installments; the remaining one-half shall be payable on the fifth anniversary of the date of withdrawal. If a Partner withdraws after age 55, such Partner shall be treated as having retired. Notwithstanding any other provision hereof, a Partner shall be deemed to have withdrawn from the Partnership upon revocation or suspension of his or her license to practice (Name of Profession) or the taking of other major disciplinary action against him/her as a (Name of Profession) by any governmental or professional authority. C. Death. Upon the death of a Partner, such Partner's interest in the Partnership shall be redeemed for an amount equal to such Partner's then-current capital account, payable in twenty-four equal monthly installments, with interest at 10% per annum. D. Disability. If a Partner becomes partially disabled [i.e., if as a result of injury or illness he or she is unable to engage in the full time practice of (Name of Profession) but is still able to engage in such practice on at least a part-time basis), such Partner shall not be required to withdraw from the Partnership, but instead such Partner's interest in Partnership income and loss shall be appropriately adjusted to reflect such Partner's reduced contribution to the Partnership. If a Partner becomes totally disabled (which disability shall be determined by an independent treating physician to prevent the Partner from engaging in the practice of accounting for a peri
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