Idaho limited liability partnership agreement template

Idaho Limited Liability Partnership Agreement

This Idaho Limited Liability Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the parties listed in Exhibit A attached hereto, in accordance with the Idaho Uniform Partnership Act (Idaho Code Title 30, Chapter 23).

1. Formation of Limited Liability Partnership

Option A: The parties hereby form a limited liability partnership under the laws of the State of Idaho. The name of the partnership is [LLP Name].

Option B: The parties agree to convert the existing general partnership [Prior Partnership Name] into a limited liability partnership under the laws of the State of Idaho. The name of the partnership is [LLP Name].

2. Partners

The initial partners of the LLP are set forth in Exhibit A attached hereto, including their names, addresses, and initial capital contributions.

Each partner is designated as a [Partner Designation, e.g., General Partner, Limited Partner].

3. Principal Place of Business and Registered Agent

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

The registered agent of the LLP in Idaho is [Registered Agent Name], whose address is [Registered Agent Address]. The Idaho business registration number is [Business Registration Number].

4. Purpose and Scope of Business

The purpose of the LLP is to engage in the following business activities: [Description of Business Activities], including all activities necessary or incidental thereto that are permitted under Idaho law.

The LLP will obtain and maintain all necessary licenses and permits required for its business operations in Idaho.

5. Capital Contributions

Each partner shall contribute the initial capital contribution as set forth in Exhibit A.

Option A: Additional capital contributions may be required as determined by a [Percentage]% vote of the partners.

Option B: Additional capital contributions are not required.

The valuation of non-cash contributions shall be determined by [Valuation Method].

6. Percentage Interests and Ownership Units

Each partner's percentage interest in the LLP is as set forth in Exhibit A.

The LLP shall issue ownership units, with each unit representing a proportional share of the LLP's equity, as specified in Exhibit A.

Future capital calls will result in dilution of percentage interests in proportion to each partner’s failure to contribute.

7. Management

Option A: The LLP shall be partner-managed, with each partner having the right to participate in the management and control of the LLP.

Option B: The LLP shall be manager-managed, with the management rights vested in the following managers: [Manager Names].

Decisions regarding ordinary matters shall be made by a [Percentage]% vote of the partners or managers, as applicable.

Decisions regarding extraordinary matters (including, but not limited to, the sale of real property, borrowing of funds exceeding [Dollar Amount], amendment of this Agreement, merger, or dissolution) shall require a [Percentage]% vote of the partners or managers, as applicable.

No partner or manager shall have the authority to bind the LLP without the express consent of [Number or Percentage]% of the other partners or managers, as applicable, except for transactions under [Dollar Amount].

8. Meetings

Meetings of the partners or managers shall be held [Frequency, e.g., quarterly, annually].

A quorum for any meeting shall consist of [Percentage]% of the partners or managers, as applicable.

Notice of meetings shall be given at least [Number] days prior to the meeting.

Meetings may be held in person at [Location] or remotely via [Remote Meeting Options, e.g., video conference].

The LLP shall maintain records of all meetings in compliance with Idaho law.

9. Profit and Loss Allocation

Profits and losses of the LLP shall be allocated among the partners in proportion to their percentage interests as set forth in Exhibit A.

Distributions shall be made to the partners according to the schedule set forth in Exhibit B.

The LLP shall maintain a cash reserve policy as follows: [Cash Reserve Policy].

10. Taxation

The LLP is intended to be treated as a partnership for federal and Idaho income tax purposes.

The LLP shall issue US and Idaho state K-1 forms to each partner annually.

The LLP shall nominate a partnership representative for federal audit procedures in accordance with the BBA rules. The partnership representative is [Partnership Representative Name].

11. Admission of New Partners

New partners may be admitted to the LLP with the unanimous consent of the existing partners.

Any new partner shall execute a counterpart of this Agreement and agree to be bound by its terms.

12. Withdrawal, Expulsion, Death, or Incapacity of a Partner

A partner may voluntarily withdraw from the LLP by providing written notice to the other partners [Number] days in advance.

A partner may be expelled from the LLP for cause or breach of this Agreement by a [Percentage]% vote of the other partners.

In the event of the death or incapacity of a partner, the LLP shall [Options for Handling Death/Incapacity, e.g., purchase the partner's interest, dissolve the LLP].

The buyout price for a withdrawing, expelled, deceased, or incapacitated partner's interest shall be determined based on fair market value as determined by [Valuation Method].

13. Assignment of Partnership Interests

No partner may assign, pledge, or encumber their partnership interest without the prior written consent of [Percentage]% of the other partners.

The LLP shall have a right of first refusal to purchase any partnership interest that a partner desires to sell.

All assignments of partnership interests shall comply with applicable Idaho law and be documented and filed with the Idaho Secretary of State.

14. Limited Liability and Indemnification

The partners shall have limited liability as provided in Idaho Code Title 30, Chapter 23.

The partners shall not be liable for the debts, obligations, or liabilities of the LLP solely by reason of being a partner, except as otherwise required by Idaho law or as specifically agreed to in writing (e.g., personal guarantees).

The LLP shall indemnify and hold harmless each partner, agent, and officer from and against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the LLP, except for those resulting from their own gross negligence, willful misconduct, or breach of this Agreement.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through internal negotiation.

If negotiation fails, the parties agree to submit the dispute to mediation in [City, State].

If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration taking place in [City, State].

The venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County, State].

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

16. Confidentiality, Non-Solicitation, and Non-Compete

Each partner shall maintain the confidentiality of the LLP's confidential information.

During the term of this Agreement and for a period of [Number] years thereafter, no partner shall solicit the employees or customers of the LLP.

Option A: Each partner agrees not to compete with the business of the LLP during the term of this Agreement and for a period of [Number] years thereafter within a radius of [Number] miles from the LLP's principal place of business. This non-compete clause is intended to be enforceable under Idaho law.

Option B: There are no non-compete restrictions associated with this agreement.

All intellectual property created by a partner in connection with the LLP's business shall be owned by the LLP.

17. Compliance with Laws

The LLP shall comply with all applicable Idaho industry regulations, ethics rules (if applicable for a professional service LLP), and local business licenses.

The LLP shall maintain any required insurance and bonds as mandated by Idaho law.

18. Dissolution and Winding Up

The LLP shall be dissolved upon the occurrence of any of the following events: [Dissolution Triggers, e.g., unanimous consent of the partners, mandatory judicial dissolution, events specified by Idaho law, regulatory action].

Upon dissolution, the assets of the LLP shall be distributed in accordance with Idaho statutory requirements.

The partners shall wind up the affairs of the LLP in compliance with Idaho law, including providing notice to creditors and filing all necessary documents with the Idaho Secretary of State.

19. Entire Agreement and Amendment

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

This Agreement may be amended only by a written instrument signed by [Percentage]% of the partners and filed with the Idaho Secretary of State as required by law.

20. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail with confirmation of receipt, to the addresses set forth in Exhibit A. All notices shall comply with Idaho electronic delivery rules where applicable.

EXHIBIT A: List of Partners and Initial Capital Contributions

EXHIBIT B: Distribution Schedule

[LLP Name]

By: [Partner Name]

Title: Partner

[Partner Name]

Address: [Partner Address]

[Partner Name]

Address: [Partner Address]