California limited liability partnership agreement template

California Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the partners listed below, for the purpose of forming a California Limited Liability Partnership ("LLP") pursuant to the California Revised Uniform Partnership Act (California Corporations Code Sections 16100 et seq.), as amended.

Article 1: Formation and Name

Option A: The parties hereby form a California Limited Liability Partnership under the name of [LLP Name].

Option B: The parties intend to continue the existing partnership as a California Limited Liability Partnership under the name of [LLP Name].

Article 2: Partners

The names, addresses, and status (Registered Partner) of the partners are as follows:

[Partner 1 Name]: [Partner 1 Address]

[Partner 2 Name]: [Partner 2 Address]

[Partner 3 Name]: [Partner 3 Address]

(Add more partners as needed)

Article 3: Business Purpose

The purpose of the LLP is to engage in the practice of [Specific Profession e.g., Law, Architecture, Accounting], and to engage in any activities directly or indirectly related or incidental thereto as permitted under California law for LLPs engaged in [Specific Profession]. The LLP shall not engage in any other business.

Article 4: Principal Office and Agent for Service of Process

The principal office of the LLP is located at [Principal Office Address].

The agent for service of process is [Agent Name] located at [Agent Address]. Both the principal office and agent for service of process are registered with the California Secretary of State.

Article 5: Term

Option A: The term of the LLP shall be perpetual.

Option B: The term of the LLP shall commence on the effective date of this Agreement and shall continue until [Date of Termination], unless sooner terminated as provided herein.

Article 6: Initial Capital Contributions

Each partner shall contribute the following to the capital of the LLP:

[Partner 1 Name]: [Dollar Amount] (Cash) / [Description of Property] (Property, valued at [Dollar Amount]) / [Description of Services] (Services, valued at [Dollar Amount])

[Partner 2 Name]: [Dollar Amount] (Cash) / [Description of Property] (Property, valued at [Dollar Amount]) / [Description of Services] (Services, valued at [Dollar Amount])

[Partner 3 Name]: [Dollar Amount] (Cash) / [Description of Property] (Property, valued at [Dollar Amount]) / [Description of Services] (Services, valued at [Dollar Amount])

(Add more partners as needed)

Additional Capital Contributions:

Option A: Additional capital contributions shall not be required.

Option B: Additional capital contributions may be required upon the vote of [Percentage or Number] of the partners.

Failure to contribute additional capital will result in [Consequences of Non-Contribution].

Article 7: Capital Accounts and Ownership Percentages

A capital account shall be maintained for each partner in accordance with California partnership tax rules.

The ownership percentages of the partners are as follows:

[Partner 1 Name]: [Percentage]%

[Partner 2 Name]: [Percentage]%

[Partner 3 Name]: [Percentage]%

(Add more partners as needed)

Article 8: Fiscal Year and Accounting Method

The fiscal year of the LLP shall be [Fiscal Year End Date].

The accounting method of the LLP shall be [Cash or Accrual] basis.

Article 9: Allocation of Profits and Losses and Distributions

Profits and losses shall be allocated to the partners in proportion to their ownership percentages.

Option A: Profits and losses shall be allocated to the partners pro rata based on their Capital Contributions.

Guaranteed Payments:

Option A: No partner shall receive guaranteed payments.

Option B: The following partners shall receive guaranteed payments:

[Partner Name]: [Dollar Amount] per [Time Period]

Distributions shall be made at the discretion of the managing partner(s), taking into consideration the LLP's financial condition and needs.

Article 10: Tax Matters Partner/Partnership Representative

[Partner Name] is designated as the Tax Matters Partner/Partnership Representative for IRS and California Franchise Tax Board purposes.

Article 11: Management

Option A: All partners shall have equal authority in the management of the LLP.

Decisions shall be made by a [Majority/Supermajority] vote of the partners.

Option B: Management shall be vested in a managing partner, [Managing Partner Name].

The managing partner shall have the authority to [Specific Management Powers].

Article 12: Limitations on Partner Authority

No partner shall have the authority to bind the LLP in any matter outside the ordinary course of business without the consent of [Percentage or Number] of the partners. Individual partners cannot unilaterally act for the LLP in areas restricted by statute.

Article 13: Partner Responsibilities and Outside Activities

Each partner shall devote their best efforts to the business of the LLP.

Partners may engage in other business activities, provided that such activities do not create a conflict of interest with the LLP. All outside activities must comply with California conflict-of-interest and professional responsibility rules (as may apply for licensed professionals).

Article 14: Partner Meetings

Partner meetings shall be held [Frequency, e.g., monthly, quarterly].

Notice of meetings shall be given at least [Number] days prior to the meeting.

A quorum shall consist of [Percentage or Number] of the partners.

Article 15: Admission of New Partners

New partners may be admitted upon the unanimous consent of the existing partners and compliance with all necessary California regulatory or licensing approvals where relevant.

New partners shall be required to contribute [Buy-In Amount or Formula] to the capital of the LLP.

Article 16: Partner Withdrawal and Expulsion

A partner may withdraw from the LLP upon [Number] days' written notice to the other partners.

A partner may be expelled from the LLP for [Cause/No Cause] upon the vote of [Percentage or Number] of the other partners.

Upon withdrawal or expulsion, the withdrawing or expelled partner shall be entitled to receive [Valuation Method for Repurchased Interest].

Article 17: Limited Liability

The liability of each partner shall be limited as provided under Cal. Corp. Code § 16306, except for the partner’s own malpractice in professional LLPs, personal guarantees, or acts outside partnership business.

Article 18: Indemnification

The LLP shall indemnify its partners, officers, and employees to the fullest extent permitted by California law.

Article 19: Non-Competition and Confidentiality

Upon withdrawal or expulsion, a partner shall not compete with the LLP within [Geographic Area] for a period of [Number] years, subject to California limitations on non-compete enforcement and trade secret protections.

All confidential information of the LLP shall be kept strictly confidential.

Article 20: Professional Liability Insurance

The LLP shall maintain professional liability insurance with minimum coverage levels of [Dollar Amount], reflecting California licensing board mandates (if any).

Article 21: Records and Access to Information

The LLP shall maintain records as required under California LLP law.

All partners shall have access to the books and records of the LLP.

Article 22: Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mandatory California mediation and/or arbitration in [County, California], in accordance with the laws of the State of California.

Article 23: Dissolution

The LLP shall dissolve upon the occurrence of any of the following events: expiration of term (if applicable), vote of [Percentage or Number] of the partners, loss of regulatory eligibility as defined under California law.

Article 24: Winding Up

Upon dissolution, [Partner Name] shall be the winding-up partner.

The assets of the LLP shall be distributed in accordance with California law.

Article 25: Compliance

The LLP shall observe all applicable California statutes, California Secretary of State compliance obligations (including biennial Statement of Information filings), and all regulatory, licensing, or ethical obligations specific to the LLP’s profession or industry.

Article 26: Data Privacy and Electronic Communication

The LLP shall comply with the California Consumer Privacy Act and similar regulations, if applicable.

The LLP shall establish protocols for electronic communication with clients and partners.

Article 27: Integration, Amendment, and Waiver

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

This Agreement may be amended only by a written instrument signed by all the partners.

Article 28: Signatures

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 more partners as needed)

Article 29: Schedules

Schedule A: [Ancillary Agreements Referenced]