Delaware limited liability partnership agreement template

Delaware Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (this "Agreement") is made and entered into as of [Date], by and among the parties listed in Section 2 as Partners (the "Partners").

WHEREAS, the Partners desire to form a limited liability partnership under the Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101, et seq. (the "Act"); and

WHEREAS, the Partners have filed a Statement of Qualification with the Delaware Secretary of State on [Date of Filing], a copy of which is attached hereto as Exhibit A and incorporated by reference.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Formation

This Agreement shall constitute a limited liability partnership under the laws of the State of Delaware, effective as of the date first written above. The Partners hereby agree to all terms and conditions of this Agreement and intend to be bound thereby. The Partnership shall be known as [Partnership Name] (the "Partnership").

2. Partners

The Partners of the Partnership are as follows:

• [Partner 1 Name], residing at [Partner 1 Address]
• [Partner 2 Name], residing at [Partner 2 Address]
• Additional partners as needed

3. Registered Office and Registered Agent

The registered office of the Partnership in the State of Delaware is located at [Registered Office Address]. The registered agent of the Partnership in the State of Delaware is [Registered Agent Name], located at [Registered Agent Address].

4. Business Purpose

The purpose of the Partnership is to engage in the following business activities:

• Option A: [Specific Business Purpose]
• Option B: Any lawful activity under the laws of the State of Delaware.

The Partnership’s principal place of business shall be located at [Principal Place of Business Address]. The duration of the Partnership shall be:

• Option A: Perpetual.
• Option B: A term of [Number] years, commencing on the date of this Agreement.
• Option C: Until dissolved as provided herein.

5. Capital Contributions

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

• [Partner 1 Name]: [Dollar Amount]
• [Partner 2 Name]: [Dollar Amount]
• Additional partners as needed

Non-cash contributions shall be valued as follows: [Valuation Method]. Each Partner shall have a capital account, which shall be maintained in accordance with Delaware partnership accounting norms.

6. Additional Capital Contributions

• Option A: No additional capital contributions shall be required.
• Option B: Additional capital contributions may be required as determined by a [Percentage]% vote of the Partners.
  • If a capital call is made, each Partner shall contribute in proportion to their respective percentage interest in the Partnership.
  • Failure to contribute within [Number] days of the capital call notice shall result in [Consequence of Default].

7. Management

• Option A: All Partners shall participate equally in the management of the Partnership.
• Option B: A Managing Partner shall be appointed.
  • The initial Managing Partner shall be [Managing Partner Name].
  • The Managing Partner shall have the authority to [Specific Authority].
  • The Managing Partner may be removed by a [Percentage]% vote of the Partners.

Decisions shall be made by a [Percentage]% vote of the Partners, with each Partner having a vote proportionate to their capital contribution.

8. Meetings

Regular Partner meetings shall be held [Frequency, e.g., monthly, quarterly]. Special meetings may be called by any Partner with [Number] days' notice. A quorum shall consist of [Percentage]% of the Partners.

• Option A: Proxy voting is permitted.
• Option B: Proxy voting is not permitted.
• Action may be taken by written consent of [Percentage]% of the Partners.

9. Profit and Loss Allocation

Profits and losses shall be allocated to the Partners in proportion to their capital contributions.

• Option A: Profits and losses shall be allocated [Percentage]% to [Partner Name] and [Percentage]% to [Partner Name].
• The Partnership shall maintain reserves as determined by [Percentage]% vote of the partners.
• Each Partner shall receive a K-1 form annually.

10. Distributions

Distributions shall be made to the Partners [Frequency, e.g., quarterly, annually]. Distributions shall be made in proportion to each Partner’s capital account balance.

Distributions will not be made if they would render the partnership insolvent.

11. New Partners

New Partners may be admitted upon the unanimous consent of the existing Partners. Any new partner must contribute [Dollar Amount] to the capital of the Partnership.

• Option A: A right of first refusal shall apply to any transfer of a Partnership interest.
• Option B: No transfer of Partnership interest is allowed without the unanimous consent of all other partners.

12. Withdrawal and Expulsion

A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners. A Partner may be expelled from the Partnership for cause, as determined by a [Percentage]% vote of the other Partners.

• Upon withdrawal or expulsion, the withdrawing/expelled Partner shall be entitled to receive [Valuation Method] for their interest in the Partnership.

13. Indemnification

The Partnership shall indemnify and hold harmless each Partner, Managing Partner, officer, employee, and agent of the Partnership from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he or she is or was a Partner, Managing Partner, officer, employee, or agent of the Partnership. This indemnification extends to the liability shield afforded to partners in Delaware LLPs under 6 Del. C. § 15-306(c).

This indemnification shall not apply to acts of willful misconduct, gross negligence, or breach of fiduciary duty.

14. Compliance

The Partnership shall comply with all applicable laws and regulations of the State of Delaware, including the annual renewal of the Statement of Qualification with the Delaware Secretary of State. The Partnership shall maintain all required books and records at its principal place of business.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved by [Dispute Resolution Method, e.g., mediation, arbitration] in the State of Delaware.

• Option A: All disputes will be settled by arbitration in Delaware.
• Option B: The Delaware Court of Chancery shall be the exclusive forum for any dispute arising from this agreement.

16. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events: (a) unanimous consent of the Partners; (b) death or bankruptcy of a Partner; (c) judicial decree; or (d) expiration of the Partnership term, if applicable. Upon dissolution, a liquidator shall be appointed to wind up the affairs of the Partnership.

• Assets will be distributed according to Delaware priorities.

17. Confidentiality

Each Partner shall maintain the confidentiality of all confidential information of the Partnership. Non-compete and non-solicitation clauses are enforceable under Delaware law.

18. Insurance

The Partnership shall maintain insurance coverage, including officer and partner liability insurance, in an amount determined by a [Percentage]% vote of the partners.

19. Governing Law

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

20. Amendments

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

21. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic execution shall be permitted in accordance with Delaware's Uniform Electronic Transactions Act.

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

Exhibit A: Copy of Statement of Qualification Filed with Delaware Secretary of State