Florida limited liability partnership agreement template

Florida Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed below, for the purpose of forming a Florida Limited Liability Partnership (LLP) pursuant to the Florida Revised Uniform Partnership Act, Chapter 620, Florida Statutes.

Partners:

• [Partner 1 Name], residing at [Partner 1 Address], with Federal EIN [Partner 1 EIN].
• [Partner 2 Name], residing at [Partner 2 Address], with Federal EIN [Partner 2 EIN].
• [Partner 3 Name], residing at [Partner 3 Address], with Federal EIN [Partner 3 EIN] (add additional partners as needed).

Florida Registered Agent: [Registered Agent Name], located at [Registered Agent Address].

Statement of Qualification: The parties hereby acknowledge that a Statement of Qualification has been drafted and filed with the Florida Department of State, Division of Corporations, in compliance with Florida Statutes Chapter 620, establishing the LLP's status. The LLP shall maintain its registration and file all required annual reports with the Florida Division of Corporations.

Business Purpose: The business of the LLP is [Detailed Description of Business Purpose], including, but not limited to, [Specific Activities]. The principal place of business is located at [Principal Place of Business Address] in Florida. If the LLP requires industry-specific licenses or permits, the LLP must obtain and maintain all such licenses. The business purpose must comply with all applicable state and federal regulations.

Initial Capital Contributions: Each partner shall contribute the following capital to the LLP:

• [Partner 1 Name]: [Dollar Amount], representing [Percentage]% ownership.
• [Partner 2 Name]: [Dollar Amount], representing [Percentage]% ownership.
• [Partner 3 Name]: [Dollar Amount], representing [Percentage]% ownership.
• (Add additional partners as needed).

Non-Cash Contributions: Contributions other than cash shall be valued at their fair market value as determined by [Method of Valuation].

Additional Capital Contributions:

• Option A: No additional capital contributions shall be required.
• Option B: Additional capital contributions may be required as determined by a vote of [Percentage]% of the partners.

Management:

• Option A: Management shall be vested in all partners.
• Option B: Management shall be vested in a Managing Partner. [Managing Partner Name] shall serve as the Managing Partner. The Managing Partner's authority includes [Scope of Managing Partner's Authority].

Decision Making:

• Ordinary Matters: Decisions on ordinary matters require a vote of [Percentage]% of the partners.
• Extraordinary Matters: Decisions on extraordinary matters, including but not limited to [List of Extraordinary Matters], require a vote of [Percentage]% of the partners.
• Quorum: A quorum for any meeting of the partners shall consist of [Number or Percentage]% of the partners.

Limitations on Partner Authority: No partner shall have the authority to bind the LLP for debts, guarantees, or major transactions exceeding [Dollar Amount] without the approval of [Percentage]% of the partners.

Admission and Withdrawal of Partners:

• Admission of New Partners:
  • Option A: Admission of a new partner requires the unanimous consent of all existing partners.
  • Option B: Admission of a new partner requires a vote of [Percentage]% of the existing partners.
• Voluntary Withdrawal: A partner may withdraw from the LLP upon [Number] days' written notice to the other partners.
• Involuntary Withdrawal: A partner may be involuntarily withdrawn from the LLP due to [Reasons for Involuntary Withdrawal], upon a vote of [Percentage]% of the remaining partners.
• Death or Disability: In the event of the death or disability of a partner, the remaining partners shall have the option to [Options upon Death or Disability, e.g., Purchase the deceased partner's interest].

Transfer of Partnership Interests:

• No partner may transfer, assign, or sell their partnership interest without the prior written consent of [Percentage]% of the other partners.
• Right of First Refusal: The remaining partners shall have a right of first refusal to purchase the interest of any partner seeking to transfer their interest.
• Purchase Price: The purchase price for a departing partner's interest shall be determined by [Method for Determining Purchase Price].

Profit and Loss Sharing:

• Profits and losses shall be shared among the partners in proportion to their respective ownership percentages.
• Distributions shall be made to the partners [Frequency of Distributions].
• Guaranteed Payments: [Partner Name] shall receive a guaranteed payment of [Dollar Amount].
• LLP Accounts: The LLP shall maintain separate accounts from those of the individual partners.

Tax Treatment:

• The LLP shall be treated as a partnership for federal and Florida income tax purposes, unless otherwise elected.
• [Partner Name] is designated as the Tax Matters Partner.
• The LLP shall file all required tax returns with the Florida Department of Revenue and the Internal Revenue Service. Each partner shall receive a Schedule K-1.

Books and Records:

• The LLP shall maintain accurate and complete books and records at its principal place of business in Florida.
• All partners shall have the right to inspect the LLP's books and records.
• Financial audits shall be conducted [Frequency of Audits].

Limitation of Liability:

• Pursuant to Florida Statute Section 620.1404, no partner in the LLP shall be liable, directly or indirectly, by way of indemnification, contribution, assessment, or otherwise, for any debt, obligation, or liability of or chargeable to the LLP, whether arising in tort, contract, or otherwise, arising while the LLP is a limited liability partnership. However, this limitation does not protect any partner from their own wrongful acts or misconduct.

Indemnification:

• The LLP shall indemnify its partners, managers, employees, and agents against any and all liabilities, claims, and expenses arising out of their activities on behalf of the LLP, except in cases of gross negligence or willful misconduct.
• The LLP shall maintain adequate professional liability insurance to protect its partners.

Dispute Resolution:

• Any disputes arising out of or relating to this Agreement shall be resolved through mediation in [City, Florida].
• If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City, Florida], 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 Florida.

Dissolution:

• The LLP may be dissolved voluntarily by a vote of [Percentage]% of the partners.
• The LLP may be dissolved involuntarily as provided by Florida law.
• Upon dissolution, the assets of the LLP shall be distributed in the following order: (1) to creditors; (2) to partners in repayment of capital contributions; and (3) to partners in proportion to their ownership percentages. The LLP shall comply with all applicable Florida dissolution procedures, including providing notice as required by law.

Compliance:

• The LLP shall comply with all applicable local, state, and federal laws and regulations.
• The LLP shall file annual reports with the Florida Division of Corporations and pay all required fees.
• The LLP must maintain its good standing with the Florida Department of State.

Duties of Partners:

• Each partner shall owe the LLP and the other partners the duties of loyalty and care as provided in Florida law.
• Partners shall disclose any conflicts of interest to the other partners.
• Non-Competition: [Details of any Non-Competition Agreements]

Business Continuity: In the event of a catastrophic event, the partners will meet to discuss a plan. If there are regulatory issues, the partners agree to work together to fix these problems to allow the business to continue to operate.

Amendment: This Agreement may be amended only by a written instrument signed by [Percentage]% of the partners.

Confidentiality: Each partner must keep the agreement and all its data private. Any personal information that is not meant for outside sharing must be kept safe.

Intellectual Property: All brand names, copyrights, licenses, and trademarks must be used according to this agreement. Any intellectual property created by a partner during the partnership will belong to the partnership.

Non-Solicitation and Non-Disparagement: Partners cannot ask employees to stop working for the partnership, and they cannot make false or bad statements about the partnership or other partners.

Statutory Notices: [Insert any required Florida statutory notices]

Appointment of Officers/Managers: [Specify any Officers or Managers and their respective authorities and limitations].

Official Communications and Registered Office: [Address for communications and Registered Agent’s address].

Insurance: The LLP will maintain any worker's compensation insurance as required by Florida law. The partners will review the business's insurance needs to ensure that the business is fully covered.

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]

[Partner 3 Signature]

[Partner 3 Printed Name] (Add additional partners as needed).