Limited Liability Partnership Agreement
  • General Information
    • Limited Partners
    • Partnership Details
    • About the Agreement
  • Daily Management
    • General Information
    • Contributions of Partners
    • Profits and Losses
    • Voting
    • Miscellaneous
  • Complete the Document
    • Format & Signatures

Limited Partners

  • How many Limited Partners does the Limited Liability Partnership (LLP) have?

    !

    A Limited Partner is an investor who contributes capital and participates in day-to-day management of the limited liability partnership.

    Their liability is limited to the amount they invested, and they are protected from the partnership’s debts beyond that.

  • Indicate the full name of Limited Partner:

  • Indicate the full residential or business address of Limited Partner:

  • Indicate the full name of Limited Partner 2:

  • Indicate the full residential or business address of Limited Partner 2:

  • Indicate the full name of Limited Partner 3:

  • Indicate the full residential or business address of Limited Partner 3:

  • Indicate the full name of Limited Partner 4:

  • Indicate the full residential or business address of Limited Partner 4:

  • Provide full names and residential/business addresses of all Limited Partners:

Partnership Details

  • Indicate the full name of LLP, including all applicable designators (i.e., LLP or Limited Liability Partnership):

    !

    A limited liability partnership name must be distinguishable and avoid misrepresentation.

    The chosen name cannot be similar to existing registered names or misleadingly suggest government affiliation.

    The name should also contain the type of a partnership which is “LLP” or “Limited Liability Partnership”.

  • Describe in detail the purpose and type of business for which the LLP is established:

  • Indicate the full business address of LLP:

  • Indicate the date when the LLP should start:

    !

    This is the date when a Limited Liability Partnership should start operating and doing business.

  • Select the state, where the LLP is being created:

    !

    The laws of a state selected as an answer to this question will apply towards this Limited Liability Partnership Agreement.

  • Indicate the full name of Tax Partner:

    !

    The Tax Matters Partner is the partner designated to represent the partnership in tax matters before the IRS.

    This includes handling audits, receiving official tax notices, and communicating with tax authorities on behalf of the partnership.

About the Agreement

  • Select the date on which the partners sign this Agreement:

  • The LLP is being created:

  • Select the date on which the LLP should be dissolved:

  • Indicate the period of time (in months or years), for which the LLP is being created:

General Information

  • Select the date by which all financial contributions should be made by all partners:

    !

    This is the date, by which limited partners should submit in full all their financial contributions to the LLP.

  • The major financial decisions shall be decided:

    !

    The major financial decisions include:

    – distribution of profits;
    – allocation of losses;
    – solicitation of additional capital contributions;
    – taking loans etc.

  • List the names of Partners authorized to sign checks from any joint LLP's account:

  • The LLP's fiscal year shall end on:

    !

    The fiscal year usually ends with the end of a calendar year.

    However, the partners to a limited liability partnership may decide the other date. For instance, 31st of May, 30th of June etc.

Contributions of Partners

  • Select the form in which Limited Partner 1 will make their capital contribution:

  • Provide a detailed list of all services to be contributed by Limited Partner 1, along with their estimated value in USD:

  • Indicate the Limited Partner's 1 cash contribution in USD:

  • Provide a detailed list of all goods to be contributed by Limited Partner 1, along with their estimated value in USD:

  • Select the form in which Limited Partner 2 will make their capital contribution:

  • Provide a detailed list of all services to be contributed by Limited Partner 2, along with their estimated value in USD:

  • Indicate the Limited Partner's 2 cash contribution in USD:

  • Provide a detailed list of all goods to be contributed by Limited Partner 2, along with their estimated value in USD:

  • Select the form in which Limited Partner 3 makes their capital contribution:

  • Provide a detailed list of all services to be contributed by Limited Partner 3, along with their estimated value in USD:

  • Indicate the Limited Partner's 3 cash contribution in USD:

  • Provide a detailed list of all goods to be contributed by Limited Partner 3, along with their estimated value in USD:

  • Select the form in which Limited Partner 4 makes their capital contribution:

  • Provide a detailed list of all services to be contributed by Limited Partner 4, along with their estimated value in USD:

  • Indicate the Limited Partner's 4 cash contribution in USD:

  • Provide a detailed list of all goods to be contributed by Limited Partner 4, along with their estimated value in USD:

  • Describe in detail type and value of contributions made by each Limited Partner:

    !

    Contributions to a limited liability partnership’s capital could have various forms, including:

    – services (e.g., accounting, legal, logistics);
    – goods (e.g., chairs, tables, laptops);
    – property (e.g., free usage of commercial space);
    – cash contribution.

  • Indicate which exact percentage from all the Partnership's assets, liabilities and profits should belong to each of Partners:

Profits and Losses

  • The profits and losses of the LLP should be distributed:

  • Describe in detail the frequency with which the LLP's profits and losses should be distributed amongst partners:

  • Indicate the percentage of assets, liabilities, and losses that shall be allocated to Limited Partner:

  • Indicate the percentage of assets, liabilities, and losses that shall be allocated to Limited Partner 2:

  • Indicate the percentage of assets, liabilities, and losses that shall be allocated to Limited Partner 3:

  • Indicate the percentage of assets, liabilities, and losses that shall be allocated to Limited Partner 4:

  • Describe in detail how all assets, liabilities, and losses should be allocated among the Limited Partners:

Voting

  • The vote cast by each Partner shall be weighted in proportion:

  • Indicate the amount of a contract or transaction (in USD), above which a partner's special approval is required:

    !

    Each partner to the limited liability partnership has a right to enter into binding contracts or transactions on behalf of the LLP.

    However, entering certain contracts or transactions whose amount exceeds specified limits may require obtaining prior special approval from other partners.

    Special approval means that the majority of existing LLP’s partners approve such a transaction or contract.

  • The partners should meet for regular meetings held:

  • The admission of a new partner to the LLP shall be approved by:

Miscellaneous

  • The decision about the LLP's dissolution shall be adopted by:

  • In the event of the LLP's dissolution, each Partner will share remaining assets or liabilities:

  • Each Partner may withdraw from the LLP by providing a prior written:

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