Alabama limited liability partnership agreement template

Alabama Limited Liability Partnership Agreement

This Alabama Limited Liability Partnership Agreement (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below as Partners.

1. Parties

• [Partner 1 Name], residing at [Partner 1 Address], and registered with the Alabama Secretary of State with registration number [Partner 1 Registration Number].
• [Partner 2 Name], residing at [Partner 2 Address], and registered with the Alabama Secretary of State with registration number [Partner 2 Registration Number].
• [Partner 3 Name], residing at [Partner 3 Address], and registered with the Alabama Secretary of State with registration number [Partner 3 Registration Number]. (Add or remove as needed).

2. Formation of Limited Liability Partnership

• Pursuant to the Alabama Limited Liability Partnership Act (AL Code Title 10A, Article 8A), the parties hereby form a limited liability partnership.
• The Alabama LLP registration filing date is [Date]. Evidence of filing is attached as Exhibit A (or otherwise available for inspection by the partners).

3. Name and Principal Place of Business

• The business name of the partnership, as registered with the Alabama Secretary of State, is [Partnership Name].
• The principal place of business is located at [Address] in Alabama.
• Additional business locations, if any, are:
  • [Additional Business Location 1]
  • [Additional Business Location 2] (Add or remove as needed)

4. Business Purpose and Scope

• The purpose of the partnership is to engage in the following business: [Description of Business Purpose].
• The scope of permitted activities includes: [Detailed list of permitted activities].

5. Duration

• Option A: The LLP shall exist perpetually.
• Option B: The LLP shall exist for a term of [Number] years, commencing on [Date] and ending on [Date].

6. Initial Capital Contributions

• [Partner 1 Name] shall contribute [Dollar Amount] in cash and/or [Description of Property/Services] valued at [Dollar Amount].
• [Partner 2 Name] shall contribute [Dollar Amount] in cash and/or [Description of Property/Services] valued at [Dollar Amount].
• [Partner 3 Name] shall contribute [Dollar Amount] in cash and/or [Description of Property/Services] valued at [Dollar Amount].
• The timelines for funding contributions are as follows: [Specific Dates].
• Ongoing or additional capital funding obligations: [Description of obligations and procedures].
• Procedures for capital calls: [Detailed procedures].

7. Ownership Percentages

• Based on initial capital contributions, the ownership percentages are as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Procedures for future ownership changes: [Detailed procedures].

8. Rights, Duties, and Powers of Partners

• Option A: Equal management authority. All partners have equal rights and responsibilities in the management of the partnership.
• Option B: Differential management authority. The following partners shall have the following specific management responsibilities: [List Partner and Responsibilities].
• Voting rights and required majorities for decisions: [Detailed description].
  • Amendments, mergers, sale of assets, admittance and expulsion of partners, dissolution, or change in business activity require a [Percentage]% majority.

9. Partner Meetings

• Regular meetings shall be held [Frequency] at [Location].
• Special meetings may be called by [Who can call special meetings] with [Number] days' notice.
• Quorum: [Percentage or Number] of partners.
• Record-keeping: [Description of record-keeping process].

10. Bank Accounts and Contracts

• The partnership shall maintain bank accounts at [Bank Name].
• Check-signing authority: [List of authorized individuals].
• Debt assumption limitations: [Specific limitations].
• Partner-specific limits on binding the LLP: [Specific limitations].

11. Profits, Losses, and Distributions

• Profits and losses shall be allocated in proportion to ownership percentages.
• Distributions shall be made [Frequency].
• Withholding provisions for tax liabilities: [Detailed description].

12. Financial Record-Keeping

• Annual financial statements shall be prepared by [Who prepares statements].
• Audit requirements: [Description of requirements, if any].
• Partner inspection rights: [Description of rights].
• Bookkeeping location: [Address in Alabama].

13. Tax Matters Partner

• [Partner Name] is designated as the partnership's tax matters partner.
• Process for tax decisions among partners: [Detailed description].

14. Limited Liability Shield

• Partners shall have the limited liability shield provided by AL Code 10A-8A-3.06, except for their own misconduct or guarantees.
• Procedures for maintaining separate partnership assets: [Detailed procedures].
• Indemnification provision for partners and officers: [Detailed provision].

15. Adding New Partners

• Requirements for adding new partners: [Detailed requirements, including Alabama filing].

16. Withdrawal, Transfer, and Assignment of Interests

• Restrictions on transfers: [Detailed restrictions].
• Rights of first refusal: [Detailed description].
• Buy-sell mechanisms: [Detailed description].

17. Involuntary Expulsion

• Grounds for expulsion: [Detailed grounds].
• Due process: [Detailed process].
• Redemption price: [Detailed calculation].

18. Limitations on Partner Liability

Partners benefit from the statutory liability shield provided by Alabama law, except for their own misconduct, wrongful acts, or negligence.

19. Insurance

• The partnership shall maintain [Type of Insurance] insurance with coverage of [Dollar Amount].
• Process for updating insurance: [Detailed process].

20. Dispute Resolution

• Option A: Negotiation.
• Option B: Mediation, with venue in [City, Alabama].
• Option C: Binding arbitration, with venue in [City, Alabama], under Alabama law.

21. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.
• Mandatory jurisdiction and venue: Courts located in Alabama.

22. Dissolution

• Conditions for dissolution: [Detailed conditions].
• Winding-up process: [Detailed process].
• Final accounting and distributions: [Detailed process].

23. Ongoing Compliance

The partnership shall comply with all Alabama registration renewals, business privilege license requirements, and other state regulatory filings.

24. Amendments

This Agreement may be amended only by written consent of [Percentage or Description of Required Vote] of the partners.

25. Conflicts with Alabama Law

In the event of a conflict between this Agreement and the Alabama Limited Liability Partnership Act, the Act shall control.

26. Confidentiality, Intellectual Property, Non-Compete

• Confidentiality: [Detailed clause].
• Intellectual property: [Detailed clause].
• Non-compete/Non-solicitation: [Detailed clause, subject to Alabama law].

27. Agents, Managers, or Officers

• Option A: The LLP will not appoint agents, managers or officers.
• Option B: The LLP will appoint the following agents, managers, or officers: [List positions and authorities].

28. Regulatory Requirements

Specific clauses addressing regulatory requirements, licensing, or special Alabama industry rules: [Detailed clauses].

29. Maintenance of Records

Partnership records shall be maintained at [Address in Alabama].

30. Partner Death, Incapacity, Disability, or Bankruptcy

Handling of partner death, incapacity, disability, or bankruptcy: [Detailed clause].

31. Notices

• All notices shall be in writing and delivered by [Method of Delivery] to the addresses listed in Section 1.
• Required publication or Secretary of State notices shall be handled as required by Alabama law.

32. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Electronic Signatures: Electronic signatures shall be valid and binding.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

33. Conversion, Merger, or Domestication

• The partnership [may/may not] convert, merge, or domesticate with other entities under Alabama Title 10A.
• Procedures and partner approvals required: [Detailed description].

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Partner 1 Name]

[Partner 2 Name]

[Partner 3 Name] (Add or remove as needed)