Arkansas limited liability partnership agreement template

Arkansas Limited Liability Partnership Agreement

This Arkansas Limited Liability Partnership Agreement (this “Agreement”) is made and entered into as of [Date], by and among the parties listed as Partners below, intending to form a limited liability partnership pursuant to the Arkansas Uniform Partnership Act, as amended. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Arkansas. The Limited Liability Partnership registration filing date is [Date], and the Arkansas Secretary of State filing number is [Number].

Partners:

• [Partner Name 1], residing at [Partner Address 1], Arkansas, hereby designated as a Partner.
• [Partner Name 2], residing at [Partner Address 2], Arkansas, hereby designated as a Partner.
• [Partner Name 3], residing at [Partner Address 3], Arkansas, hereby designated as a Partner.

Partnership Formation:

• The Partners hereby form a limited liability partnership under the laws of the State of Arkansas.
• Option A: The effective date of the Partnership shall be [Date].
• Option B: The effective date of the Partnership shall be the date of filing this Agreement with the Arkansas Secretary of State.

Name, Registered Office, and Principal Place of Business:

• The name of the Partnership shall be [Partnership Name] (the “Partnership”), which shall include the designation "Registered Limited Liability Partnership," "Limited Liability Partnership," "RLLP," or "LLP" as required by Arkansas law.
• The registered office of the Partnership in Arkansas shall be located at [Registered Office Address], and the registered agent at such address shall be [Registered Agent Name], as on file with the Arkansas Secretary of State.
• The principal place of business of the Partnership shall be located at [Principal Place of Business Address].
• If the Principal Place of Business is outside of Arkansas, so state: [State if Outside Arkansas].

Business Purpose and Duration:

• The purpose of the Partnership is to engage in the business of [Description of Business Purpose], specifically reflecting Arkansas licensure requirements and industry regulations applicable to [Industry].
• Option A: The duration of the Partnership shall be perpetual.
• Option B: The duration of the Partnership shall be for a term of [Number] years, commencing on the effective date stated in section 2.

Capital Contributions:

• Each Partner shall contribute the following capital to the Partnership:
• [Partner Name 1]: [Amount or Description of Contribution].
• [Partner Name 2]: [Amount or Description of Contribution].
• [Partner Name 3]: [Amount or Description of Contribution].
• Additional Capital Contributions:
• Option A: Additional capital contributions may be required upon a majority vote of the Partners.
• Option B: No additional capital contributions shall be required.
• Failure to Contribute: If a partner fails to contribute additional capital as required, the other partners may:
• Option A: Make the contribution on behalf of the defaulting partner, with the amount treated as a loan to the defaulting partner at an interest rate of [Interest Rate].
• Option B: Reduce the defaulting partner's percentage interest in the Partnership in proportion to the shortfall.
• Intellectual Property: If a Partner contributes intellectual property, it should be described in detail here: [Description of IP Contribution].
• Ownership Interests: Partnership interests shall be allocated as follows:
• [Partner Name 1]: [Percentage]%.
• [Partner Name 2]: [Percentage]%.
• [Partner Name 3]: [Percentage]%.

Allocation of Profits, Losses, and Tax Items:

• Profits and losses shall be allocated among the Partners in proportion to their ownership interests as stated in Section 5, unless otherwise required by Arkansas state and federal tax requirements.
• Tax items shall be allocated in accordance with Section 704(b) of the Internal Revenue Code. The Partnership shall furnish each Partner with a Schedule K-1 for income tax reporting purposes.
• Partnership income shall be treated for individual Arkansas state tax purposes in accordance with Arkansas Department of Finance and Administration notices and regulations.

Management and Operations:

• Management of the Partnership shall be vested in the Partners. Each Partner shall have the authority to act on behalf of the Partnership, subject to the limitations set forth in this Agreement.
• Option A: Day-to-day decisions shall be made by a managing partner, [Managing Partner Name].
• Option B: All major decisions (e.g., incurring debt above [Dollar Amount]) require a [Percentage]% vote of the Partners.
• Partner Meetings: Meetings of the Partners shall be held at least [Frequency]. Notice of meetings must be provided at least [Number] days in advance.

Authority and Liability:

• Each Partner has the authority to bind the Partnership in furtherance of its business.
• Indemnification: Partners shall be indemnified by the Partnership for liabilities incurred in the ordinary course of business, consistent with Arkansas law.
• Liability Shield: Consistent with Arkansas statutes, no Partner shall be liable for the acts of other Partners or obligations of the Partnership solely by reason of being a partner, except for their own personal misconduct.
• Maintaining LLP Status: The Partnership will maintain its status as an LLP by ensuring registration is up-to-date and a statutory registered agent is maintained.

Admission of New Partners and Transfer of Interests:

• New Partners may be admitted only upon the unanimous consent of the existing Partners.
• Option A: No partner may transfer or assign their partnership interest without the prior written consent of all other Partners.
• Option B: Any transfer is subject to a right of first refusal by the other partners, exercisable within [Number] days of notice of the proposed transfer.
• New partner admission must comply with all applicable Arkansas legal requirements.

Withdrawal and Expulsion:

• A Partner may withdraw from the Partnership upon [Number] days’ written notice to the other Partners.
• Events of Mandatory Withdrawal:
• Death of a Partner.
• Disability of a Partner that prevents them from fulfilling their duties for a period of [Number] months.
• Bankruptcy of a Partner.
• Expulsion: A Partner may be expelled for cause by a [Percentage]% vote of the other Partners.
• Buyout: Upon withdrawal or expulsion, the withdrawing/expelled Partner shall be entitled to receive the fair market value of their interest, as determined by [Valuation Method].
• Settlement of Capital Account: Settlement of the capital account will be consistent with Arkansas statutory requirements.

Restrictions on Competition, Confidentiality, and Conflicts of Interest:

• During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall compete with the Partnership within a radius of [Number] miles of the Partnership's principal place of business.
• Each Partner shall maintain the confidentiality of all Partnership information.
• Partners shall avoid conflicts of interest and disclose any potential conflicts to the other Partners. These obligations are consistent with applicable Arkansas professional obligations where applicable.

Record Keeping and Access:

• The Partnership shall maintain complete and accurate books and records.
• Each Partner shall have the right to inspect the Partnership's books and records during normal business hours, consistent with Arkansas partnership record standards.

Annual Report and Franchise Tax:

• The Partnership shall file an annual report with the Arkansas Secretary of State and pay any applicable franchise taxes as required to maintain its LLP status.
• Failure to comply with these requirements will be deemed a violation of the Arkansas LLP statute.

Dissolution:

• The Partnership shall dissolve upon the occurrence of any of the following events:
• The unanimous agreement of the Partners.
• The death, disability, or bankruptcy of all Partners.
• [Other Dissolution Events].
• Upon dissolution, the assets of the Partnership shall be distributed in the following order of priority: (1) to creditors, (2) to Partners in proportion to their capital accounts.
• The Partnership shall provide required notifications to the Arkansas Secretary of State upon dissolution.

Dispute Resolution:

• Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [City, State].
• If mediation is unsuccessful, the dispute shall be resolved through binding arbitration 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 Arkansas, and venue for any legal proceeding shall be exclusively in [County] County, Arkansas.

Insurance:

• The Partnership shall maintain insurance coverage as deemed necessary, including but not limited to [Types of Insurance]. If the business involves professions with state-mandated coverage (e.g., attorneys, CPAs), the coverage shall comply with those state requirements.

Amendment:

• This Agreement may be amended only by a written instrument signed by all of the Partners.
• Partner notification requirements under Arkansas law shall be followed for any amendments.

Miscellaneous:

• This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof.
• This Agreement may be executed in counterparts, including electronic signatures or remote execution methods consistent with Arkansas practice.
• [Add any customizations tailored to the specific industry or business model here].

Compliance Assurances

• The LLP assures compliance with all Arkansas regulatory, licensure, and tax requirements applicable to the business. All terms are specifically adaptable to the actual business, service lines, risk apportionments, and management expectations of the Arkansas LLP in practice.

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]