Georgia limited liability partnership agreement template

Georgia Limited Liability Partnership Agreement

This Georgia Limited Liability Partnership Agreement (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below, each referred to as a “Partner” and collectively as the “Partners.”

The Partners form this limited liability partnership pursuant to the provisions of the Georgia Revised Uniform Partnership Act, O.C.G.A. Title 14, Chapter 8, Article 3.

1. Parties

• Partner 1:
  • Name: [Partner 1 Name]
  • Address: [Partner 1 Address]
  • Contact Details: [Partner 1 Contact Details]
• Partner 2:
  • Name: [Partner 2 Name]
  • Address: [Partner 2 Address]
  • Contact Details: [Partner 2 Contact Details]
• *(Add additional partners as necessary)*

Each Partner’s liability is limited as provided under Georgia law for limited liability partnerships. No Partner shall be personally liable, directly or indirectly, by way of contribution or otherwise, for the debts, obligations, and liabilities of, or chargeable to, the Partnership, whether arising in tort, contract, or otherwise, solely by reason of being a Partner.

2. Formation and Name

• The Partners hereby form a limited liability partnership under the laws of the State of Georgia. The name of the partnership shall be [Partnership Name]. The Partnership shall maintain a current registration with the Georgia Secretary of State and pay all required annual renewal fees.
• Option A: The Partnership name must contain the words “Limited Liability Partnership” or the abbreviation “LLP” or “L.L.P.” as required by Georgia law.
• Option B: The Partnership may do business under one or more assumed names, provided that the Partnership complies with all applicable Georgia laws regarding assumed names.

3. Business Purpose

• The purpose of the Partnership is to engage in the following business activities: [Description of Business Activities]. The Partnership is authorized to conduct any business or activity that is lawful under the laws of the State of Georgia.
• Option A: The Partnership shall not engage in any business activities other than those expressly stated in this Agreement.
• Option B: The Partnership shall have the power to engage in any lawful business activity, whether or not related to the stated business purpose.

4. Principal Office and Registered Agent

• The principal office of the Partnership shall be located at [Partnership Address].
• The registered agent of the Partnership shall be [Registered Agent Name], located at [Registered Agent Address], which is a physical address in Georgia. The Partnership shall maintain a registered agent as required by Georgia law.

5. Term

• The term of the Partnership shall commence on the date of this Agreement and shall continue:
  • Option A: In perpetuity, unless sooner terminated as provided in this Agreement.
  • Option B: For a fixed term of [Number] years, expiring on [Date], unless sooner terminated as provided in this Agreement.

6. Capital Contributions

• The initial capital contributions of each Partner are as follows:
  • [Partner 1 Name]: [Amount] (Cash/Property/Services) - [Description and Valuation Method]
  • [Partner 2 Name]: [Amount] (Cash/Property/Services) - [Description and Valuation Method]
  • *(Add additional partners as necessary)*
• Option A: No Partner shall be required to make additional capital contributions to the Partnership.
• Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the Partners. The terms and conditions of any additional capital contributions shall be determined by the Partners at that time.

7. Profit and Loss Allocation

• The net profits and net losses of the Partnership shall be allocated to the Partners in proportion to their respective capital contributions.
• Option A: Net profits and net losses shall be allocated equally among the Partners.
• Option B: Net profits and net losses shall be allocated as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • *(Add additional partners as necessary)*

8. Distributions

• Distributions of cash or other property shall be made to the Partners at such times and in such amounts as determined by the Partners.
• Option A: Distributions shall be made annually.
• Option B: Distributions shall be made quarterly.
• Option C: Distributions shall be made in proportion to the Partners’ respective shares of profits.
• Option D: Distributions will be made only when the partnership has adequate funds, at the discretion of [Managing Partner Name]

9. Management

• The management of the Partnership shall be vested in the Partners. Each Partner shall have the right to participate in the management and control of the Partnership.
• Option A: The Partnership shall be managed by a Managing Partner, who shall be [Managing Partner Name]. The Managing Partner shall have the authority to make decisions on behalf of the Partnership.
• Option B: Day-to-day decisions of the partnership can be made by any partner, while major decisions must be approved by a majority of the partners.

10. Voting

• Each Partner shall have one vote on all matters submitted to a vote of the Partners.
• Option A: Voting shall be per capita, with each Partner having one vote.
• Option B: Voting shall be proportionate to each Partner's capital contribution.
• Option C: A quorum for any meeting of the Partners shall consist of [Percentage]% of the Partners.

11. Meetings

• Regular meetings of the Partners shall be held [Frequency].
• Option A: Special meetings may be called by any Partner upon written notice to all other Partners.
• Option B: Written consent of [Percentage]% of the Partners shall be sufficient for any action that could be taken at a meeting.

12. Admission of New Partners

• New Partners may be admitted to the Partnership only upon the unanimous consent of the existing Partners.
• Option A: New Partners may be admitted upon the consent of [Percentage]% of the existing Partners.
• Option B: The capital contribution of any new partner will be negotiated by all partners before admission.

13. Withdrawal and Dissociation

• Any Partner may withdraw from the Partnership upon [Number] days’ written notice to the other Partners.
• Option A: A Partner may be expelled from the Partnership for cause upon a vote of [Percentage]% of the other Partners.
• Option B: In the event of withdrawal or dissociation, the withdrawing Partner shall be entitled to receive the fair market value of their interest in the Partnership.

14. Transfer of Partnership Interests

• No Partner may transfer or assign their interest in the Partnership without the prior written consent of the other Partners.
• Option A: Any attempted transfer in violation of this provision shall be void.
• Option B: The non-transferring partners shall have a right of first refusal to purchase the interest of the transferring partner.

15. Dissolution and Winding Up

• The Partnership may be dissolved upon the occurrence of any of the following events:
  • The unanimous consent of the Partners.
  • The withdrawal or expulsion of a Partner, unless the remaining Partners agree to continue the Partnership.
  • The sale of substantially all of the assets of the Partnership.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order:
  • To creditors of the Partnership, including Partners who are creditors.
  • To Partners in proportion to their capital accounts.

16. Indemnification

• The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses (including attorneys’ fees) arising out of or relating to the Partnership’s business, to the fullest extent permitted under Georgia law.
• Option A: No Partner shall be indemnified for their own gross negligence or willful misconduct.

17. Insurance

• The Partnership shall maintain such insurance as is necessary to protect its assets and business, including professional liability and general liability insurance, if required by industry or Georgia licensing authorities.
• Option A: The Partnership shall maintain minimum insurance coverage of [Amount].

18. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal office in Georgia, which shall be accessible to all Partners.
• Option A: An independent audit of the Partnership’s financial statements shall be conducted annually.

19. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Georgia]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Option A: All legal actions related to this agreement shall be held in [County], Georgia.
• Option B: Each party waives any right to a jury trial in connection with any dispute arising out of or relating to this Agreement.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The venue for any legal action shall be in a court of competent jurisdiction in [County], Georgia.

21. Amendment

• This Agreement may be amended only by a written instrument signed by all of the Partners.
• Option A: This Agreement may be amended by a written instrument signed by [Percentage]% of the Partners.

22. Representations and Warranties

Each Partner represents and warrants that they have the authority to enter into this Agreement and that this Agreement is a valid and binding obligation enforceable against them in accordance with its terms. Each partner must be in good standing with the State of Georgia.

23. Compliance

The Partnership shall comply with all applicable Georgia licensing, registration, or industry-specific regulations relevant to its business activities. The Partnership will comply with all equal opportunity, anti-discrimination, and employee/contractor issues as per Georgia law if the LLP employs personnel.

24. Intellectual Property and Confidentiality

All intellectual property created by the Partnership shall be owned by the Partnership. Partners agree to maintain the confidentiality of all proprietary information and trade secrets of the Partnership, consistent with Georgia law.

25. LLP Renewal and Maintenance

The partnership must comply with the Georgia's unique LLP annual renewal/maintenance process and required public disclosure statements, as well as the procedure for amending the registered partnership statement with the Georgia Secretary of State. Failure to do so can result in dissolution and loss of liability protection.

In Witness Whereof, the parties have executed this Agreement as of the date first written above.

[Partner 1 Name]

[Partner 2 Name]

*(Add signature lines for additional partners as necessary)*