Alaska limited liability partnership agreement template

Alaska Limited Liability Partnership Agreement

This Alaska Limited Liability Partnership Agreement (the “Agreement”) is made and effective as of [Date], by and among the parties listed below, intending to form a limited liability partnership under the Alaska Revised Uniform Partnership Act, AS 32.06. The parties have executed and filed a Certificate of Limited Liability Partnership with the Alaska Department of Commerce, Community, and Economic Development.

1. Parties

• [Partner Name 1], residing at [Partner Address 1], mailing address [Partner Mailing Address 1], contact information [Partner Phone 1], [Partner Email 1] (hereinafter "Partner 1")
• [Partner Name 2], residing at [Partner Address 2], mailing address [Partner Mailing Address 2], contact information [Partner Phone 2], [Partner Email 2] (hereinafter "Partner 2")
• [Partner Name 3], residing at [Partner Address 3], mailing address [Partner Mailing Address 3], contact information [Partner Phone 3], [Partner Email 3] (hereinafter "Partner 3")

Each of the above-named individuals is a Partner in the Limited Liability Partnership (the "Partnership").

2. Formation and Registration

• The Partnership has been formed as a limited liability partnership under the laws of the State of Alaska, specifically AS 32.06, and shall be governed thereby.
• The Partnership’s Alaska Department of Commerce, Community, and Economic Development registration details are as follows:
  • Alaska Business License Number: [Alaska Business License Number]
  • Registered Agent: [Registered Agent Name]
  • Registered Office Address: [Registered Office Address]

3. Business Purpose

• The purpose of the Partnership is to engage in the following business activities within the State of Alaska: [Describe Business Activities]. All activities shall be conducted in compliance with all applicable Alaska regulations.
• The principal place of business of the Partnership shall be located at: [Principal Place of Business Address].

4. Term

• Option A: The term of the Partnership shall commence on the Effective Date and shall continue for a period of [Number] years.
• Option B: The term of the Partnership shall commence on the Effective Date and shall continue until the occurrence of any of the following events:
  • [Event 1]
  • [Event 2]
  • [Event 3]

5. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the following:
  • Partner 1: [Description of Contribution 1] with a value of [Dollar Amount 1]. Due date: [Date 1].
  • Partner 2: [Description of Contribution 2] with a value of [Dollar Amount 2]. Due date: [Date 2].
  • Partner 3: [Description of Contribution 3] with a value of [Dollar Amount 3]. Due date: [Date 3].
• Valuation of non-cash contributions shall be determined by [Valuation Method].
• Additional Capital Calls:
  • Option A: Additional capital contributions may be required from the Partners upon a [Majority/Supermajority/Unanimous] vote of the Partners.
  • Option B: No additional capital contributions shall be required from the Partners.
  • Admission of Contributing Partners: New partners contributing capital shall be admitted upon a [Majority/Supermajority/Unanimous] vote of the existing Partners, with the new partner's interest determined by [Method for Determining New Partner's Interest].

6. Ownership and Profit/Loss Sharing

• The ownership percentages of the Partners in the Partnership are as follows:
  • Partner 1: [Percentage 1]%
  • Partner 2: [Percentage 2]%
  • Partner 3: [Percentage 3]%
• Profits and losses of the Partnership shall be shared by the Partners in proportion to their ownership percentages.
• The Partnership will operate in compliance with all federal and Alaska state tax filing and reporting obligations, including the issuance of K-1s. The Partnership's Employer Identification Number (EIN) is [EIN Number].

7. Taxation

• The Partnership shall comply with all applicable Alaska tax laws, including but not limited to excise taxes and state annual report/biennial filing obligations.
• The Partnership shall obtain and maintain all required city or local business licenses in Alaska.

8. Management

• Option A: Management of the Partnership shall be vested in all Partners. Decisions requiring a vote shall be made by [Majority/Supermajority/Unanimous] consent of the Partners, except for those decisions that under Alaska law require unanimous consent.
• Option B: An Executive Committee consisting of [Names of Partners] shall manage the Partnership. The powers and responsibilities of the Executive Committee are as follows: [List of Powers and Responsibilities].
• Specific Authority and Limitations:
  • Partner 1: [Description of Authority and Limitations]
  • Partner 2: [Description of Authority and Limitations]
  • Partner 3: [Description of Authority and Limitations]
• Partner Meetings:
  • Regular meetings shall be held [Frequency]. Notice of meetings shall be given at least [Number] days in advance.
  • Special meetings may be called by [Who Can Call Special Meetings].
  • A quorum for any meeting shall consist of [Quorum Requirement].

9. Banking

• The Partnership shall maintain a bank account or accounts at [Name of Alaska Financial Institution].
• Authorized signatories for the Partnership's bank account(s) shall be: [Names of Authorized Signatories].
• All expenditures shall require the approval of [Approval Requirements].

10. Assets

• Partnership assets shall be used solely for Partnership purposes.
• No Partner shall co-mingle Partnership assets with their personal assets, in accordance with Alaska LLP liability protections.

11. LLP Liability

• In accordance with Alaska law, the Partners of the Partnership shall have limited liability for the debts and obligations of the Partnership, except as otherwise provided by law.
• Each Partner shall remain liable for their own wrongful acts or omissions and those of any person under their direct supervision and control.
• The Partnership shall maintain adequate insurance coverage or meet the financial responsibility requirements as required by Alaska law.

12. Indemnification

The Partnership shall indemnify its Partners and officers to the fullest extent permitted by Alaska law, including the advancement of expenses.

13. Admission, Withdrawal, and Expulsion

• Admission of New Partners: New Partners may be admitted to the Partnership upon [Majority/Supermajority/Unanimous] consent of the existing Partners.
• Withdrawal: A Partner may withdraw from the Partnership upon providing [Number] days written notice to the other Partners.
• Expulsion: A Partner may be expelled from the Partnership for cause, including but not limited to misconduct, incompetence, or violation of this Agreement. Expulsion shall require a [Majority/Supermajority/Unanimous] vote of the other Partners.
• Buyout: Upon withdrawal or expulsion, the withdrawing or expelled Partner shall be entitled to a buyout of their Partnership interest, the value of which shall be determined by [Valuation Method].

14. Assignment

• No Partner shall assign or transfer their Partnership interest without the prior written consent of the other Partners.
• The remaining Partners shall have a right of first refusal to purchase the Partnership interest of any Partner who desires to assign or transfer their interest.

15. Profit and Loss Allocation

• Profits and losses shall be allocated to the Partners in proportion to their ownership percentages, as outlined in Section 6.
• Cash distributions shall be made to the Partners [Frequency].

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • First, internal negotiation among the Partners.
  • Second, if negotiation fails, mediation in [City, Alaska].
  • Third, if mediation fails, binding arbitration in [City, Alaska], in accordance with the rules of the American Arbitration Association.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. Venue for any legal action shall be in the state courts located in [Judicial District, Alaska].

17. Records

The Partnership shall maintain complete and accurate records of all its transactions, including financial statements, tax filings, and minutes of meetings, at its principal place of business in Alaska. All Partners shall have access to these records.

18. Confidentiality

Each Partner agrees to maintain the confidentiality of the Partnership's confidential information.

19. Non-Compete

During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall engage in any business that competes with the business of the Partnership within [Geographic Area in Alaska].

20. Compliance

The Partnership shall comply with all applicable industry-specific Alaska regulations.

21. Insurance

The Partnership shall maintain general liability and professional liability insurance with minimum policy limits of [Dollar Amount], as consistent with Alaska standards. The Partnership shall also maintain flood/fire/worker's compensation if required by Alaska statutes.

22. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, certified or registered, postage prepaid, addressed to the Partner at the address set forth in Section 1. Electronic communication and signatures shall be permitted in accordance with the Alaska Uniform Electronic Transactions Act.

23. Dissolution

• The Partnership may be dissolved upon the occurrence of any of the following events: [List of Dissolution Events].
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in accordance with Alaska’s Revised Uniform Partnership Act.

24. Amendment

This Agreement may be amended only by a written instrument signed by all of the Partners. Any amendment must be filed with Alaska authorities as required.

25. 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.
• 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.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event.
• 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.
• Further Assurances: Each party agrees to execute and deliver such other documents and instruments and to take such other actions as may be necessary or desirable to carry out the purposes of this Agreement.

26. Representations and Warranties

Each Partner represents and warrants that they have the authority to enter into this Agreement and that the Partnership is duly formed and in compliance with all applicable Alaska laws.

27. Restricted Professions

If the Partnership is engaged in a restricted profession (e.g., legal, accounting, medical), it shall comply with all applicable rules and regulations of the relevant Alaska State Boards or professional licensing requirements.

28. Exhibits

• The following exhibits are attached to and incorporated into this Agreement:
  • Exhibit A: Alaska Certificate of LLP Registration
  • Exhibit B: Schedule of Capital Contributions
  • Exhibit C: Schedule of Special Allocations

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

[Partner Name 1]

[Partner Name 2]

[Partner Name 3]