Connecticut limited liability partnership agreement template

Connecticut Limited Liability Partnership Agreement

This Connecticut Limited Liability Partnership Agreement (the “Agreement”) is made and effective as of [Date] by and among the parties listed below.

1. Formation and Name

The parties hereby form a limited liability partnership (LLP) under the laws of the State of Connecticut, pursuant to Connecticut General Statutes Title 34.

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

Option A: The LLP's name shall include the words "Limited Liability Partnership" or the abbreviation "LLP" as required by Connecticut law.

Option B: The LLP will register an alternate name with the Connecticut Secretary of the State if required.

2. Partners

The initial partners of the LLP are:

[Partner 1 Name], residing at [Partner 1 Address], [Partner 1 Contact Information]

[Partner 2 Name], residing at [Partner 2 Address], [Partner 2 Contact Information]

[Partner 3 Name], residing at [Partner 3 Address], [Partner 3 Contact Information]

Each partner is a partner under Connecticut law and shall have the rights and obligations set forth in this Agreement and applicable Connecticut statutes.

No new partner shall be admitted to the LLP without the unanimous written consent of all existing partners.

3. Business Purpose

The purpose of the LLP is to engage in the following business activities: [Description of Business Activities].

The LLP will conduct business within the State of Connecticut and elsewhere as necessary and appropriate.

Option A: The LLP is specifically authorized to engage in [Specific Industry Activities], subject to all applicable Connecticut laws and regulations.

Option B: The LLP shall obtain all necessary licenses and permits required to conduct its business in Connecticut, including any professional licensing.

The principal place of business of the LLP is [LLP Address].

The registered agent of the LLP in Connecticut is [Registered Agent Name], located at [Registered Agent Address].

The duration of the LLP shall be [Duration or Term].

The LLP shall comply with all registration and annual report filing requirements with the Connecticut Secretary of the State.

4. Capital Contributions

The initial capital contributions of each partner are as follows:

[Partner 1 Name]: [Partner 1 Contribution Amount or Description]

[Partner 2 Name]: [Partner 2 Contribution Amount or Description]

[Partner 3 Name]: [Partner 3 Contribution Amount or Description]

All contributions shall be made by [Contribution Date].

Option A: If a partner contributes non-cash assets, the value of such assets shall be determined by [Valuation Methodology].

Option B: Additional capital contributions may be required from time to time as determined by [Decision-Making Process].

If a partner fails to make a required capital contribution, the following consequences shall apply: [Consequences for Failure to Fund].

5. Management

The management of the LLP shall be vested in the managing partners.

[Partner Name] is designated as a Managing Partner.

[Partner Name] is designated as a Managing Partner.

Managing partners shall be elected/removed by [Election/Removal Process].

No individual partner shall have the authority to bind the LLP beyond [Limits on Binding Authority].

Partner voting rights shall be allocated as follows: [Voting Rights Allocation].

Key actions such as mergers, sales, or amendments require approval by [Approval Threshold].

Meetings shall be held [Meeting Frequency] with notice given [Notice Period] prior to the meeting.

A quorum of [Quorum Percentage] of the partners is required for all meetings.

The LLP shall maintain accurate and complete records of all its business activities.

6. Partner Duties and Authority

Each partner shall have the following operational duties: [List of Partner Duties].

Each partner shall have access to the LLP's records.

Option A: Partners owe each other and the LLP the fiduciary duties of loyalty and care as defined by Connecticut law.

Option B: The partners agree to modify fiduciary duties to the extent permitted by Connecticut law as follows: [Description of Modified Fiduciary Duties].

Each partner has the authority to act on behalf of the LLP within the scope of their designated duties.

7. Profit and Loss Allocation

Profits and losses shall be allocated among the partners as follows:

[Partner 1 Name]: [Partner 1 Allocation Percentage]

[Partner 2 Name]: [Partner 2 Allocation Percentage]

[Partner 3 Name]: [Partner 3 Allocation Percentage]

Distributions shall be made [Distribution Frequency].

Option A: Interim distributions may be made at the discretion of the managing partners.

Option B: The LLP shall retain sufficient funds for reserves and taxes.

Distributions shall be made in compliance with Connecticut's solvency and capital-maintenance requirements.

The LLP shall be responsible for preparing and distributing K-1s to each partner.

The [Partner Name] is designated as the partnership representative for tax purposes.

The LLP shall elect the Connecticut Pass-Through Entity Tax if it is advantageous to the partners.

8. Admission, Withdrawal, and Transfer

New partners may be admitted only with the unanimous written consent of all existing partners.

A partner may transfer or assign their partnership interest only with the written consent of [Consent Requirement].

Option A: A partner may withdraw from the LLP upon [Notice Period] written notice to the other partners.

Option B: Upon withdrawal, the remaining partners shall have the option to buy out the withdrawing partner's interest at [Buy-Out Terms].

Upon the death, disability, expulsion, or bankruptcy of a partner, the following procedures shall apply: [Death, Disability, Expulsion, or Bankruptcy Procedures].

[Include Non-Compete and Non-Solicitation Clauses if Applicable, ensuring enforceability under Connecticut law].

9. Limited Liability

Pursuant to C.G.S. § 34-400 et seq., the partners' liability shall be limited as provided by Connecticut law.

No partner shall be personally liable for the debts, obligations, or liabilities of the LLP solely by reason of being a partner.

Option A: Each partner agrees to indemnify and hold harmless the other partners and the LLP from any claims arising from their own negligence or misconduct.

Option B: This provision does not protect a partner from liability for their own direct personal misconduct, guarantees, or certain statutory obligations under Connecticut law.

The LLP shall maintain adequate insurance coverage for errors, omissions, or malpractice if relevant to the LLP’s profession.

10. Compliance and Reporting

The LLP shall comply with all Connecticut-specific annual maintenance, renewal, and financial reporting requirements.

The [Partner Name] is responsible for ensuring the LLP maintains good standing with the State of Connecticut.

11. Dispute Resolution

Any disputes between the partners shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration].

The cost of dispute resolution shall be allocated as follows: [Cost Allocation].

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.

The venue for any legal action arising out of this Agreement shall be in [Connecticut County].

12. Dissolution

The LLP shall dissolve upon the occurrence of any of the following events: [Dissolution Triggers].

Upon dissolution, the assets of the LLP shall be liquidated in accordance with Connecticut law.

Option A: The assets shall be distributed in the following order of priority: [Liquidation Priorities].

Option B: The partners shall prepare a final accounting and tax filing to Connecticut authorities.

The LLP may be converted, merged, or reorganized under Connecticut partnership laws.

13. Ethics, Confidentiality, and Privacy

The LLP and its partners shall adhere to all applicable Connecticut ethics, confidentiality, and privacy regulations.

Each partner shall maintain the confidentiality of all confidential information of the LLP.

14. Amendments

This Agreement may be amended only by a written instrument signed by [Required Partner Approval Percentage or Unanimous Consent] of the partners.

15. Connecticut Tax Compliance

The LLP shall comply with all applicable Connecticut tax requirements, including the Pass-Through Entity Tax election, Connecticut-specific filing procedures, and allocation of responsibility for federal/state/local filings.

The [Partner Name] is responsible for handling Connecticut Department of Revenue Services audits or inquiries.

16. Local Ordinances

The LLP shall comply with all applicable local (city/town) ordinances affecting business operations, property use, and professional practice within Connecticut.

17. Partnership Records and Best Practices

The LLP shall maintain complete and accurate partnership records, including required books and annual meeting minutes.

Partners are obligated to maintain confidentiality and data security.

18. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in Section 2.

19. Industry/Regulatory Compliance

If applicable, the LLP will comply with all reporting and discipline rules of any relevant industry or regulatory boards within Connecticut.

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]