Illinois limited liability partnership agreement template

Illinois Limited Liability Partnership Agreement

This Illinois Limited Liability Partnership Agreement (this "Agreement") is made and entered into as of [Date], by and among the parties listed in Section 1, with its execution locations at [Execution Locations].

Parties

• The following individuals, desiring to form a limited liability partnership under the laws of the State of Illinois, hereby agree as follows:
• [Partner 1 Name], residing at [Partner 1 Address], hereinafter referred to as "Partner 1." Partner 1 confirms their status as a partner in an Illinois LLP and compliance with 805 ILCS 206/100 et seq.
• [Partner 2 Name], residing at [Partner 2 Address], hereinafter referred to as "Partner 2." Partner 2 confirms their status as a partner in an Illinois LLP and compliance with 805 ILCS 206/100 et seq.
• [Partner 3 Name], residing at [Partner 3 Address], hereinafter referred to as "Partner 3." Partner 3 confirms their status as a partner in an Illinois LLP and compliance with 805 ILCS 206/100 et seq.

Formation and Name

• The parties hereby form a limited liability partnership (the "LLP") under the laws of the State of Illinois.
• The name of the LLP shall be [LLP Name].
• The LLP is registered with the Illinois Secretary of State under file number [File Number].
• The LLP shall maintain a registered office and registered agent in Illinois. The registered office is located at [Registered Office Address] and the registered agent is [Registered Agent Name].

Business Purpose

• The purpose of the LLP is to engage in the following business: [Business Purpose].
• The scope of permissible activities is: [Scope of Activities].
• The principal place of business is: [Principal Place of Business Address - Illinois Address].
• The intended duration of the LLP is:
  • Option A: Perpetual
  • Option B: [Number] years, commencing on the effective date of this agreement.
  • Option C: Until the occurrence of [Specific Event].

Capital Contributions

• Each partner shall contribute the following capital to the LLP:
• Partner 1: [Partner 1 Contribution Description] (valued at [Partner 1 Contribution Value]).
• Partner 2: [Partner 2 Contribution Description] (valued at [Partner 2 Contribution Value]).
• Partner 3: [Partner 3 Contribution Description] (valued at [Partner 3 Contribution Value]).
• The timing of delivery of contributions is: [Contribution Delivery Schedule].
• Additional funding obligations:
  • Option A: No additional funding obligations.
  • Option B: Partners may be required to make additional capital contributions upon a majority vote of the partners. The amount and timing of such contributions shall be determined by the partners.
• Provisions for capital calls: [Capital Call Provisions].
• Procedures for returning capital: [Capital Return Procedures].

Partnership Interests and Voting Rights

• The partnership interests and voting rights shall be allocated as follows:
• Partner 1: [Partner 1 Percentage]%
• Partner 2: [Partner 2 Percentage]%
• Partner 3: [Partner 3 Percentage]%
• Method for calculating percentage interests: [Interest Calculation Method].
• Formal processes for amending capital accounts: [Capital Account Amendment Process].

Governance and Management

• The management of the LLP shall be vested in the partners.
• Managing Partners:
  • Option A: All partners are managing partners.
  • Option B: [Managing Partner Names] are designated as managing partners.
• Authority to bind the LLP: [Partner Authority Description].
• Rules for delegation of management powers: [Delegation Rules].
• Thresholds for partner consent:
  • Option A: Majority consent required for all decisions.
  • Option B: Majority consent required for routine decisions; unanimous consent required for extraordinary decisions (as defined in Section 14).
• Procedures for partners' meetings:
  • Regular meetings: [Meeting Frequency].
  • Special meetings: [Special Meeting Procedure].
  • Notice requirements: [Notice Requirements].
  • Quorum: [Quorum Requirement].
  • Recordkeeping: [Recordkeeping Procedures].
  • Meeting Location: All meetings must be held in Illinois at [Meeting Location].

Liability Allocation

• No partner shall be personally liable for the debts or obligations of the LLP solely by reason of being a partner, except for their own wrongful acts or omissions.
• Disclaimer of Partner Personal Liability: [Liability Disclaimer Language].
• Indemnification Obligations: [Indemnification Terms per Illinois statutes].

Admission of New Partners

• Eligibility: [Eligibility Criteria for New Partners].
• Process for approval: [Approval Process for New Partners].
• Documentation and filing obligations: [Required Documentation and Filing].
• Terms for transfer or assignment of partnership interests:
  • Restrictions on assignment: [Assignment Restrictions].
  • Rights of first refusal: [Right of First Refusal Terms].
• Handling of involuntary transfers: [Involuntary Transfer Provisions].

Partner Withdrawal and Expulsion

• Procedures for voluntary withdrawal: [Voluntary Withdrawal Procedures].
• Procedures for involuntary expulsion (in compliance with Sections 601 and 602 of the Illinois Uniform Partnership Act): [Involuntary Expulsion Procedures].
• Buyout formulae for departing partners: [Buyout Formula].
• Valuation methodology: [Valuation Methodology].
• Payment terms: [Payment Terms].
• Consequences on voting/capital interests: [Consequences of Withdrawal/Expulsion].

Decision-Making

• Minimum approval requirements for extraordinary actions: [Approval Thresholds for Extraordinary Actions].
• Partner deadlock resolution mechanisms: [Deadlock Resolution Process].
• Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
• Jurisdiction: Any legal proceeding arising out of or relating to this agreement shall be brought in the state or federal courts located in [Illinois County], Illinois.

Recordkeeping and Inspection Rights

• The LLP shall maintain its records at its principal place of business in Illinois.
• Partners shall have the right to inspect the LLP's books and records.
• Audit rights: [Audit Right Provisions].
• Compliance with Illinois partnership statutes regarding recordkeeping: [Illinois Statute Compliance Details].

Profit and Loss Allocation and Distributions

• Profit and loss shall be allocated as follows: [Profit and Loss Allocation Formula].
• Distribution policies: [Distribution Policies].
• Timing and manner of distributions: [Distribution Timing and Method].
• Restrictions on interim distributions: [Restrictions on Distributions].
• Compliance with federal and Illinois tax regulations: [Tax Compliance Statement].
• Partnership representative for IRS purposes: [Partnership Representative Name].
• Procedures for preparing and delivering K-1s: [K-1 Preparation Process].

Dissolution

• Circumstances triggering dissolution: [Dissolution Triggers].
• Procedures for notice of dissolution to the State: [Dissolution Notice Procedures].
• Winding up process: [Winding Up Procedures].
• Creditor and asset distribution priorities: [Distribution Priorities].
• Final accounting: [Final Accounting Requirements].
• Certificate of cancellation: [Cancellation Certificate Process].

Insurance, Reporting, and Compliance

• Insurance requirements: [Required Insurance Policies].
• Annual reporting duties and filing obligations with the Illinois Secretary of State: [Annual Filing Requirements].
• Notification requirements for changes in partnership information: [Notification Procedure].
• Compliance with applicable Illinois industry licensing or regulatory requirements: [Regulatory Compliance Details].

Confidentiality, Non-Competition, and Non-Solicitation

• Confidentiality: [Confidentiality Provisions].
• Non-competition: [Non-Competition Terms].
• Non-solicitation: [Non-Solicitation Terms].

Amendment

• This agreement may be amended by a [Required Approval Threshold] vote of the partners.
• Notice requirements: [Notice Requirements for Amendments].
• Process for memorializing and filing changes in Illinois: [Amendment Filing Process].

Miscellaneous

• Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Integration: This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. Acknowledging Illinois Law and clarifying amendment history: [Illinois Law Acknowledgment and Amendment History Description].

Illinois-Specific Requirements

• Compliance with Illinois-specific rules for maintaining LLP status (annual fee payments, timely registration renewals): [Illinois Compliance Rules].
• Mechanisms to address state-specific legal or regulatory changes: [Adaptation Mechanisms].
• Other state-specific requirements, including but not limited to, compliance with local employment, environmental, or industry rules as they impact business operations or partnership structure: [Other State-Specific Compliance Details].

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]