Colorado limited liability partnership agreement template

Colorado Limited Liability Partnership Agreement

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

1. Formation and Name

This Agreement forms a limited liability partnership (the “LLP”) under the laws of the State of Colorado, and shall be governed by the Colorado Uniform Partnership Act, C.R.S. § 7-60-101 et seq., and the Colorado Uniform Limited Liability Partnership Act, C.R.S. § 7-64-1001 et seq., as amended from time to time.

The name of the LLP shall be [LLP Name].

The LLP is registered with the Colorado Secretary of State, Filing/Registration Number (if available): [Filing/Registration Number].

2. Partners

The Partners, their respective addresses for service of process in Colorado, and contact information are as follows:

[Partner 1 Name]: [Partner 1 Address], [Partner 1 Phone Number], [Partner 1 Email]

[Partner 2 Name]: [Partner 2 Address], [Partner 2 Phone Number], [Partner 2 Email]

(Add more partners as needed)

3. Principal Place of Business

The principal place of business of the LLP in Colorado shall be located at: [Business Address].

4. Business Purpose and Scope

The purpose of the LLP is to engage in the following business activities: [Description of Business Activities]. The LLP is authorized to engage in any and all activities necessary or incidental to the foregoing purpose, consistent with Colorado law.

5. Duration

Option A: The duration of the LLP shall be perpetual, unless sooner terminated as provided in this Agreement.

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

6. Initial Capital Contributions

Each Partner shall contribute to the capital of the LLP the amount set forth below:

[Partner 1 Name]: [Partner 1 Contribution Amount], in the form of [Cash, Property, or Services Description]. Valuation of property contributed: [Valuation Amount].

[Partner 2 Name]: [Partner 2 Contribution Amount], in the form of [Cash, Property, or Services Description]. Valuation of property contributed: [Valuation Amount].

(Add more partners as needed)

Option A: Subsequent Capital Contributions: No Partner shall be required to make any additional capital contributions to the LLP.

Option B: Subsequent Capital Contributions: Additional capital contributions may be required from time to time as determined by a [Percentage]% vote of the Partners. The amount, timing, and consequences for non-contribution shall be as determined at that time.

7. Capital Accounts

A capital account shall be maintained for each Partner in accordance with applicable federal and Colorado income tax laws and regulations. Each Partner's capital account shall be increased by: (i) the amount of cash and the fair market value of property contributed by the Partner to the LLP; (ii) the Partner's share of profits of the LLP; and (iii) any other increase allocated to the Partner's capital account pursuant to this Agreement. Each Partner's capital account shall be decreased by: (i) the amount of cash and the fair market value of property distributed to the Partner by the LLP; (ii) the Partner's share of losses of the LLP; and (iii) any other decrease allocated to the Partner's capital account pursuant to this Agreement.

8. Percentage Ownership and Allocation of Profits and Losses

The percentage ownership of each Partner in the LLP shall be as follows:

[Partner 1 Name]: [Partner 1 Percentage]%

[Partner 2 Name]: [Partner 2 Percentage]%

(Add more partners as needed)

Profits and losses of the LLP shall be allocated among the Partners in proportion to their percentage ownership as set forth above, unless otherwise required by Section 704(b) of the Internal Revenue Code.

9. Distributions

Option A: Distributions shall be made to the Partners at such times and in such amounts as determined by a [Percentage]% vote of the Partners.

Option B: Distributions shall be made to the Partners quarterly, within [Number] days of the end of each calendar quarter, in proportion to their percentage ownership.

Draws: Partners may take draws against anticipated profits, subject to available cash flow and approval by [Managing Partner Name/All Partners].

Year-end Settlement: At the end of each fiscal year, all profit and loss allocations will be reconciled with distributions made during the year.

10. Management

Option A: Management Vested in All Partners: The management of the LLP shall be vested in all Partners. All decisions shall require a [Percentage]% vote of the Partners.

Option B: Management Vested in Managing Partners: The management of the LLP shall be vested in the following Managing Partners: [Managing Partner Name(s)]. The Managing Partners shall have the authority to make all day-to-day decisions regarding the operation of the LLP.

Restrictions on Authority: No individual Partner shall have the authority to bind the LLP to any contract or obligation exceeding [Dollar Amount] without the prior written consent of [Managing Partner Name(s)/All Partners].

11. Partner Meetings

Regular meetings of the Partners shall be held [Frequency, e.g., monthly, quarterly]. Special meetings may be called by any Partner with [Number] days' notice. Notice of all meetings shall be provided to each Partner in writing, stating the date, time, place, and purpose of the meeting. A quorum for any meeting shall consist of [Percentage]% of the Partners.

12. Decision-Making

Routine decisions shall require a [Percentage]% vote of the Partners. Extraordinary actions, including but not limited to admitting a new Partner, borrowing money exceeding [Dollar Amount], selling assets with a value exceeding [Dollar Amount], merging with another entity, or amending this Agreement, shall require a [Percentage]% vote of the Partners.

13. Admission of New Partners

New Partners may be admitted to the LLP only upon the unanimous written consent of all existing Partners and execution of an amendment to this agreement and all other required state filings.

14. Transfer of Partnership Interests

No Partner may transfer or assign their partnership interest, in whole or in part, without the prior written consent of all other Partners.

Right of First Refusal: In the event a Partner desires to transfer their partnership interest, the other Partners shall have a right of first refusal to purchase such interest at a price and on terms to be agreed upon, or, if no agreement is reached, at fair market value as determined by [Valuation Method].

15. Partner Withdrawal, Expulsion, Retirement, or Death

Voluntary Withdrawal: A Partner may voluntarily withdraw from the LLP by giving [Number] months' written notice to the other Partners.

Involuntary Withdrawal/Expulsion: A Partner may be expelled from the LLP for [Reasons for Expulsion, e.g., gross misconduct, breach of fiduciary duty] by a [Percentage]% vote of the other Partners.

Retirement/Death: In the event of a Partner's retirement or death, the LLP shall have the option to purchase the retiring or deceased Partner's interest at fair market value as determined by [Valuation Method].

Buyout Terms: Upon withdrawal, expulsion, retirement, or death, the departing Partner or their estate shall be entitled to receive [Description of Payment Terms].

16. Limited Liability

Pursuant to Colorado law, C.R.S. § 7-64-1003, no Partner shall be personally liable, directly or indirectly, for the debts, obligations, or liabilities of the LLP or another Partner solely by reason of being a Partner in the LLP. However, a Partner may be liable for their own negligence, wrongful acts, or misconduct.

17. Indemnification

The LLP shall indemnify its Partners, managers, officers, agents, and employees to the maximum extent permitted under Colorado law against any liability, loss, damage, cost, or expense (including attorneys' fees) incurred by them in connection with the performance of their duties or the conduct of the LLP's business.

18. Bank Accounts and Records

The LLP shall maintain a separate bank account in its name at a financial institution located in Colorado. All funds of the LLP shall be deposited in such account. The LLP shall maintain accurate and complete books and records of its business activities.

19. Tax Matters

The designated tax matters partner or partnership representative for purposes of IRS and Colorado tax matters shall be [Partner Name]. The tax matters partner shall be responsible for preparing and filing all required tax returns and reports, including K-1s for each Partner. The LLP intends to comply with BBA partnership audit rules, as applicable.

20. Recordkeeping, Inspection, and Reporting

Each Partner shall have the right to inspect the books and records of the LLP at any reasonable time. The LLP shall provide each Partner with annual financial statements within [Number] days of the end of each fiscal year.

21. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [County Name] County, Colorado. If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The venue for any arbitration shall be [City Name], Colorado. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

22. Winding Up and Dissolution

The LLP may be dissolved upon the [Percentage]% written consent of the Partners, or as otherwise provided by Colorado law. Upon dissolution, the assets of the LLP shall be distributed in the following order of priority: (i) to creditors of the LLP; (ii) to the Partners in proportion to their capital accounts.

23. Industry-Specific Compliance

The LLP shall comply with all applicable federal, state, and local laws, rules, and regulations governing its business activities, including [Specific Industry Regulations/Licensing Requirements].

24. Partner Insurance Obligations

Each Partner shall maintain professional liability insurance (or other appropriate insurance) in an amount not less than [Dollar Amount], where applicable.

25. Electronic Communications and Signatures

The Partners agree that electronic communications and electronic signatures shall be valid and binding for all purposes under this Agreement, in accordance with the Colorado Uniform Electronic Transactions Act.

26. Waivers

To the extent permitted by Colorado law, the Partners may waive certain duties owed to each other, provided that no waiver shall unreasonably restrict the duty of loyalty, the duty of care, or the obligation of good faith and fair dealing.

27. Confidentiality, Non-Compete, and Intellectual Property

Option A: Confidentiality: Each Partner shall maintain the confidentiality of all confidential information of the LLP.

Option B: 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 LLP within [Geographic Area].

Intellectual Property: All intellectual property created by the Partners in connection with the LLP's business shall be owned exclusively by the LLP.

28. Amendment

This Agreement may be amended only by a written instrument signed by all of the Partners. Any amendment must be reported to the Colorado Secretary of State if it affects the LLP's registration information.

29. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, or by email to the address of the Partner as set forth in this Agreement.

30. Waiver of Jury Trial/Class Action

To the extent permitted by Colorado law, the Partners hereby waive any right to a jury trial in any action or proceeding arising out of or relating to this Agreement. The Partners further waive any right to participate in a class action with respect to any such action or proceeding.

31. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and assigns, subject to the restrictions on transfer set forth in this Agreement.

32. Entire Agreement

This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

33. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

34. Survival

The provisions of this Agreement relating to confidentiality, indemnification, dispute resolution, and winding up shall survive the termination or expiration of this Agreement.

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

[Partner 1 Signature]

[Partner 1 Printed Name]

[Partner 2 Signature]

[Partner 2 Printed Name]

(Add signature lines for additional partners as needed)