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Limited Liability Partnership Agreement for the United States

Limited Liability Partnership Agreement Template for United States

A Limited Liability Partnership Agreement is a comprehensive legal document that establishes the terms and conditions governing a Limited Liability Partnership (LLP) in the United States. This agreement outlines the rights, responsibilities, and relationships between partners while providing liability protection for individual partners from the actions of other partners. It combines the tax benefits of a partnership with the limited liability features of a corporation, making it particularly suitable for professional service firms. The agreement must comply with both federal regulations and state-specific partnership laws.

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement serves as the foundational document for businesses seeking to operate as an LLP in the United States. It is particularly valuable for professional service firms and businesses where partners want to maintain operational flexibility while protecting their personal assets. This agreement addresses crucial aspects including capital contributions, profit sharing, management structure, partner obligations, and dissolution procedures. It must comply with state-specific LLP statutes and federal regulations, while providing clear guidelines for partnership operations. The document is essential for establishing governance structure, risk allocation, and partner relationships in a way that maintains the tax advantages of a partnership while providing liability protection similar to a corporation.

What sections should be included in a Limited Liability Partnership Agreement?

1. Parties: Identification and details of all partners forming the LLP

2. Background: Context and purpose for forming the LLP

3. Definitions: Key terms used throughout the agreement

4. Formation and Name: Details of LLP formation, name, and principal place of business

5. Capital Contributions: Initial and subsequent capital contributions by partners

6. Profit and Loss Sharing: Distribution of profits and allocation of losses

7. Management and Voting: Management structure and voting rights

8. Partner Rights and Obligations: Core responsibilities and rights of partners

9. Dissolution and Termination: Procedures for dissolving the LLP

What sections are optional to include in a Limited Liability Partnership Agreement?

1. Non-Compete Provisions: Restrictions on competitive activities - used when partners may have competing interests

2. Intellectual Property Rights: Ownership and use of IP - included when IP is significant to the business

3. Insurance Requirements: Required insurance coverage - important for high-risk or regulated industries

4. International Operations: Provisions for international business - included when operating across borders

What schedules should be included in a Limited Liability Partnership Agreement?

1. Partner Details Schedule: Complete information about each partner

2. Capital Contributions Schedule: Detailed breakdown of initial capital contributions

3. Profit Sharing Formula: Detailed calculation method for profit distribution

4. Management Structure Chart: Organizational structure and reporting lines

5. Professional Qualifications: Partners' professional credentials and licenses

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses



































Industries

Internal Revenue Code: Federal tax regulations governing the tax treatment and classifications of LLPs, including partnership taxation rules and requirements

Securities Acts: Federal Securities Act of 1933 and Securities Exchange Act of 1934, applicable if partnership interests will be offered to investors

Uniform Partnership Acts: Both the original Uniform Partnership Act (UPA) and Revised Uniform Partnership Act (RUPA) which provide the basic framework for partnership operations

State Partnership Laws: State-specific statutes governing the formation, operation, and dissolution of partnerships within the particular state

State LLP Statutes: Specific state laws governing Limited Liability Partnerships, including formation requirements, maintenance, and liability shields

State Business and Professions Code: State-specific regulations governing business operations and professional practice requirements

State Tax Laws: State-specific tax regulations affecting partnerships, including state income tax, sales tax, and other applicable taxes

Blue Sky Laws: State securities laws regulating the offering and sale of partnership interests within the state

Registration Requirements: State-specific registration, filing, and reporting requirements for LLPs, including annual reports and renewals

Professional Licensing Requirements: Regulatory requirements for professional practices, including specific licenses and permits needed for operation

Employment Laws: Federal and state employment regulations including Fair Labor Standards Act, workers' compensation, and employment tax obligations

Industry-Specific Regulations: Specific regulations applying to particular industries such as law, accounting, or medicine, including professional conduct rules and industry standards

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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