Hawaii limited liability partnership agreement template

Hawaii Limited Liability Partnership Agreement

This Hawaii Limited Liability Partnership Agreement (this “Agreement”) is made and entered into as of this [Date], by and among the parties listed below (collectively, the “Partners”). This Agreement is intended to form a limited liability partnership pursuant to the provisions of Chapter 425 of the Hawaii Revised Statutes (HRS).

* [Partner 1 Full Legal Name], residing at [Partner 1 Address]

* [Partner 2 Full Legal Name], residing at [Partner 2 Address]

* [Partner 3 Full Legal Name], residing at [Partner 3 Address] (if applicable)

1. Formation and Name

* Formation: The Partners hereby agree to form a limited liability partnership (LLP) under the laws of the State of Hawaii, effective as of the date of this Agreement.

* Name: The name of the LLP shall be [Partnership Name].

* Registered Name: The LLP shall register the name as required by Hawaii law with the Department of Commerce and Consumer Affairs.

* Principal Place of Business: The principal place of business of the LLP shall be located at [Address of Principal Place of Business in Hawaii].

* Registered Agent: The registered agent of the LLP in the State of Hawaii shall be [Registered Agent Name], located at [Registered Agent Address].

2. Purpose and Scope of Business

* Primary Business Purpose: The primary business purpose of the LLP is to engage in the following activities: [Description of Primary Business Purpose].

* Scope of Activities: The scope of the LLP’s activities shall be limited to those reasonably related to the primary business purpose described above.

* Limitations: The LLP shall not engage in any activities that are illegal or that violate the terms of this Agreement.

3. Partners and Capital Contributions

* Partners: The Partners of the LLP shall be as set forth above. Each Partner is a general partner in the LLP.

* Percentage Ownership: The percentage ownership of each Partner shall be as follows:

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

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

* [Partner 3 Name]: [Partner 3 Percentage]% (if applicable)

* Initial Capital Contributions: Each Partner shall contribute the following initial capital to the LLP:

* [Partner 1 Name]: [Partner 1 Amount]

* [Partner 2 Name]: [Partner 2 Amount]

* [Partner 3 Name]: [Partner 3 Amount] (if applicable)

* Form of Contribution:

* Option A: Cash

* Option B: Property. A description of the property is as follows: [Detailed Description of Property Contributed]. The agreed-upon value of the property is [Value of Property].

* Option C: Services already performed for the benefit of the Partnership. A description of the services is as follows: [Detailed Description of Services Rendered]. The agreed-upon value of the services is [Value of Services].

* Additional Capital Contributions: If the LLP requires additional capital, the Partners shall contribute in proportion to their percentage ownership.

* Required Capital Call Procedures: The procedure for calling for additional capital contributions will be as follows: [Detailed Procedures, including notice periods and methods].

* Consequences of Failure to Contribute: If a Partner fails to contribute additional capital when required, the following consequences shall apply: [Detailed Consequences, including potential dilution of ownership or other penalties].

4. Management and Voting

* Management Structure:

* Option A: The management of the LLP shall be vested in all Partners.

* Option B: A management committee shall be formed, consisting of [Number] Partners, to oversee the daily operations of the LLP. The initial members of the management committee shall be: [Names of Initial Members].

* Voting Methodology:

* Ordinary Matters: Decisions on ordinary matters shall be made by a majority vote of the Partners, based on their percentage ownership.

* Extraordinary Matters: Decisions on extraordinary matters, including but not limited to [List of Extraordinary Matters, e.g., amending this Agreement, admitting new Partners, dissolving the LLP], shall require a [Percentage]% vote of the Partners, based on their percentage ownership.

* Partner Appointment and Removal:

* Appointment: New partners can be admitted only with the unanimous consent of the current partners.

* Removal: A Partner may be removed from the LLP for cause by a [Percentage]% vote of the other Partners. "Cause" shall include, but not be limited to, [Definition of "Cause" for Removal].

* Delegation of Authority: The Partners may delegate authority to employees or agents of the LLP, as deemed necessary. The scope of such delegation shall be clearly defined in writing.

5. Partner Meetings

* Frequency: Partner meetings shall be held at least [Frequency, e.g., monthly, quarterly].

* Notice: Notice of each meeting shall be given to each Partner at least [Number] days prior to the meeting, in accordance with HRS regulations.

* Method of Notice:

* Option A: Email

* Option B: Certified Mail

* Quorum: A quorum for any meeting of the Partners shall consist of Partners holding at least [Percentage]% of the ownership interests in the LLP.

* Voting Requirements: Unless otherwise specified in this Agreement, all matters shall be decided by a majority vote of the Partners present at the meeting, in accordance with their percentage ownership.

6. Distributions of Profits and Losses

* Allocation of Profits and Losses: Profits and losses of the LLP shall be allocated to the Partners in proportion to their percentage ownership.

* Distribution Schedule: Distributions of profits shall be made to the Partners [Frequency, e.g., quarterly, annually].

* Tax Allocations: Tax allocations shall be made in accordance with applicable federal and Hawaii tax laws. Each partner will receive a Form K-1 reflecting their share of partnership income, losses, deductions, and credits.

* Hawaii General Excise Tax (GET): The partnership will be responsible for remitting Hawaii GET on its gross income.

7. Admission of New Partners

* Procedure: New Partners may be admitted to the LLP only with the unanimous written consent of all existing Partners.

* Consent Thresholds: As stated above, unanimous consent is required.

* Vetting Requirements: Prospective new partners must undergo a thorough vetting process, including [Description of Vetting Process, e.g., background check, financial review].

* Amendment to State Filing: Upon admission of a new Partner, the LLP shall file an amendment to its registration with the Hawaii Department of Commerce and Consumer Affairs.

8. Withdrawal, Expulsion, Retirement, Disability, or Death of a Partner

* Voluntary Withdrawal: A Partner may voluntarily withdraw from the LLP by providing written notice to the other Partners at least [Number] days prior to the effective date of withdrawal.

* Involuntary Withdrawal/Expulsion: A Partner may be involuntarily withdrawn or expelled from the LLP for cause, as defined in Section 4.

* Buyout Process: Upon withdrawal, expulsion, retirement, disability, or death of a Partner, the remaining Partners shall purchase the departing Partner's interest in the LLP.

* Buyout Price Formula: The buyout price shall be determined as follows: [Detailed Formula for Calculating Buyout Price].

* Funding Mechanisms: The buyout shall be funded through [Description of Funding Mechanisms, e.g., cash, promissory note].

* Notification Requirements: The LLP must notify relevant authorities and update public filings as required by Hawaii law.

9. Transfer Restrictions

* Restrictions on Transfer: No Partner may sell, assign, transfer, or otherwise dispose of their interest in the LLP without the prior written consent of Partners holding at least [Percentage]% of the ownership interests in the LLP.

* Right of First Refusal: In the event a Partner desires to transfer their interest, the other Partners shall have a right of first refusal to purchase the interest on the same terms and conditions offered to a third party.

* Records Update: All transfers must be recorded and updated with the Hawaii Department of Commerce and Consumer Affairs.

10. Liability and Indemnification

* Liability Protections: No Partner shall be liable for the debts or obligations of the LLP solely by reason of being a Partner, except as provided by HRS Chapter 425.

* Exceptions: Notwithstanding the foregoing, a Partner may be liable for their own acts or omissions, including direct personal involvement in a wrongful act.

* Indemnification: The LLP shall indemnify and hold harmless each Partner, officer, and employee from and against any and all claims, liabilities, damages, losses, costs, and expenses arising from the LLP's business, provided they acted in good faith and within the scope of their authority.

11. Compliance

* Annual Registration Renewal: The LLP shall comply with all requirements for annual registration renewal with the State of Hawaii.

* Tax License Maintenance: The LLP shall maintain all required tax licenses, including a valid Hawaii General Excise Tax (GET) license. GET License Number: [GET License Number].

* Insurance: The LLP shall maintain adequate insurance coverage, including [Description of Required Insurance Coverage, e.g., general liability, professional liability].

* Permitting: The LLP shall maintain all necessary permits required to operate in Hawaii for the industry sector in which it operates.

12. Dispute Resolution

* Internal Resolution: The Partners shall first attempt to resolve any disputes internally through good faith negotiations.

* Mediation: If internal resolution fails, the Partners agree to submit the dispute to mediation in Hawaii.

* Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Hawaii in accordance with the rules of the American Arbitration Association.

* Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in Hawaii.

13. Dissolution and Winding Up

* Events Triggering Dissolution: The LLP may be dissolved upon the occurrence of any of the following events: [List of Events Triggering Dissolution, e.g., unanimous vote of the Partners, court order].

* Notification: Upon dissolution, the LLP shall provide notice to all relevant governmental authorities.

* Liquidation: The assets of the LLP shall be liquidated in the following order of priority: [Order of Priority for Asset Liquidation].

* Final Distributions: Final distributions shall be made to the Partners in proportion to their percentage ownership, after all debts and obligations of the LLP have been satisfied.

* Record Retention: The LLP's records shall be stored or disposed of in accordance with Hawaii law.

14. Miscellaneous Provisions

* Books and Records: The LLP shall maintain accurate books and records at its principal place of business. All Partners shall have the right to access and inspect the books and records.

* Electronic Communications: The Partners agree to use electronic communications, including email, for the efficient management of the LLP. Digital records shall be maintained securely.

* Authority to Bind: Each Partner has the authority to bind the LLP, unless otherwise limited in writing.

* Amendments: This Agreement may be amended only by a written instrument signed by all of the Partners. Any amendment that changes the ownership percentage or distribution structure requires a unanimous vote of all partners. Amendments must be filed with the Department of Commerce and Consumer Affairs.

* Representations and Warranties: Each Partner represents and warrants that they are in compliance with all applicable Hawaii residency and business licensing requirements.

* Tax Treatment: The LLP shall elect to be treated as a [Choice of Tax Treatment, e.g., partnership, S corporation] for federal and Hawaii tax purposes. The accounting method used by the Partnership is [Description of Accounting Method, e.g., cash, accrual].

* Banking and Financial Management: The LLP shall maintain its banking relationships at [Name of Bank] located in Hawaii. Authorized signatories on the LLP's bank accounts shall be [Names of Authorized Signatories].

* Insurance Requirements: In addition to the insurance identified above in section 11, the Partnership will carry the following additional insurance: [Description of additional insurance as may be required by the Partnership].

* Environmental, Cultural, and Native Land Considerations: The Partnership will adhere to all applicable Hawaii environmental, cultural, and native land regulations and ordinances.

15. Term

* Term: The term of the LLP shall commence on the effective date of this Agreement and shall continue until dissolved as provided herein.

* Option A: The Partnership shall continue for a term of [Number] years, unless sooner terminated as provided in this Agreement.

* Option B: The Partnership shall continue indefinitely until terminated as provided in 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]

[Partner 3 Signature] (if applicable)

[Partner 3 Printed Name] (if applicable)