Indiana limited liability partnership agreement template

Indiana Limited Liability Partnership Agreement

This Indiana Limited Liability Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed below, intending to form an Indiana Limited Liability Partnership pursuant to the Indiana Uniform Partnership Act (IC 23-4-1 et seq.).

• [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] (add more as needed)

1. Formation

The parties hereby form a limited liability partnership under the laws of the State of Indiana, effective as of [Effective Date].

2. Name

The name of the Limited Liability Partnership shall be [LLP Name].

3. Registered Office and Agent

The registered office of the LLP in the State of Indiana shall be located at [Registered Office Address]. The registered agent for service of process shall be [Registered Agent Name], residing at [Registered Agent Address].

4. Business Purpose

The purpose of the LLP is to engage in the following business: [Specific Business Purpose].

5. Principal Place of Business

The principal place of business of the LLP shall be located at [Principal Place of Business Address] in the State of Indiana.

6. Term

The term of this LLP shall commence on [Start Date] and shall continue [Choose One: for a fixed term of [Number] years, until [End Date]; or perpetually, unless sooner terminated as provided herein].

7. Partners

• Each partner, enjoying limited liability under Indiana law, is identified as follows:
  • [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] (add more as needed)

8. Capital Contributions

Each Partner shall contribute the following to the capital of the Partnership:

• [Partner 1 Full Legal Name]: [Amount] (or [Description of Property] valued at [Amount] or [Description of Services] valued at [Amount])
• [Partner 2 Full Legal Name]: [Amount] (or [Description of Property] valued at [Amount] or [Description of Services] valued at [Amount])
• [Partner 3 Full Legal Name]: [Amount] (or [Description of Property] valued at [Amount] or [Description of Services] valued at [Amount]) (add more as needed)

• The agreed valuation methodology for non-monetary contributions is: [Description of Valuation Methodology].
• Additional Capital Calls:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a [Percentage]% vote of the partners.
    • If required, additional contributions shall be made in proportion to each partner's profit sharing percentage, as outlined in Section 9.
    • Failure to contribute additional capital within [Number] days of notice shall result in [Consequences for Failure to Contribute].

9. Profit and Loss Allocation and Distributions

• The net profits and net losses of the LLP shall be allocated among the partners in the following percentages:
  • [Partner 1 Full Legal Name]: [Percentage]%
  • [Partner 2 Full Legal Name]: [Percentage]%
  • [Partner 3 Full Legal Name]: [Percentage]% (add more as needed)
• Distributions:
  • Option A: Distributions shall be made at the discretion of the partners.
  • Option B: Distributions shall be made [Frequency, e.g., quarterly, annually], subject to the availability of sufficient funds.

10. Rights, Duties, and Powers of Partners

• Each partner shall have equal rights in the management and conduct of the LLP's business.
  • Management:
    • Option A: All partners shall actively participate in the management of the LLP.
    • Option B: A Managing Partner shall be designated with the following specific powers: [List Specific Powers of Managing Partner].
      • The initial Managing Partner shall be [Managing Partner Name].
  • Duty of Loyalty and Care: Each partner owes a duty of loyalty and care to the LLP and the other partners.
  • Limitations: No partner shall have the authority to [List specific limitations on partner authority].

11. Voting

• The affirmative vote of [Percentage]% of the partners shall be required to approve any act outside the ordinary course of business, including, but not limited to:
  • Amendments to this Agreement
  • Admission of new partners
  • Expulsion of a partner
  • Merger or conversion of the LLP
  • Dissolution of the LLP
• Meetings:
  • Meetings shall be held [Frequency, e.g., quarterly, annually].
  • Notice of meetings shall be provided at least [Number] days in advance.

12. Banking and Financial Controls

• The LLP shall maintain a bank account at [Bank Name], located at [Bank Address].
• Authorized signatories on the account shall be: [List Authorized Signatories].
• The fiscal year of the LLP shall end on [Date].

13. Tax Treatment

The LLP shall be treated as a pass-through entity for federal and Indiana state income tax purposes. The Tax Matters Partner shall be [Tax Matters Partner Name].

14. Admission and Withdrawal of Partners

• New Partners:
  • Option A: New partners may be admitted with the unanimous consent of the existing partners.
  • Option B: New partners may be admitted with the [Percentage]% consent of the existing partners.
  • Admission requires a written agreement to be bound by this agreement.
• Withdrawal:
  • A partner may voluntarily withdraw from the LLP upon [Number] days written notice to the other partners.
  • Involuntary withdrawal shall occur upon [Events Triggering Involuntary Withdrawal, e.g., death, disability, bankruptcy].
  • Buyout: Upon withdrawal, the withdrawing partner shall be entitled to [Buyout Formula or Amount].

15. Liability and Indemnification

• No partner shall be individually liable for the debts, obligations, or liabilities of the LLP solely by reason of being a partner, except to the extent of their capital contributions or as otherwise provided by the Indiana Uniform Partnership Act.
• The LLP shall indemnify and hold harmless each partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to the LLP's business, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the partner's gross negligence or willful misconduct.

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

• During the term of this Agreement and for a period of [Number] years following the termination of a partner's association with the LLP, no partner shall:
  • Engage in any business that is competitive with the business of the LLP within a [Number] mile radius of the LLP's principal place of business.
  • Solicit any clients or employees of the LLP.
  • Disclose any confidential information of the LLP.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Choose one: mediation, arbitration] in [City, Indiana]. The laws of the State of Indiana shall govern the interpretation and enforcement of this Agreement.

18. Insurance

The LLP shall maintain [Type of Insurance, e.g., professional liability, general liability] insurance coverage in the amount of [Amount].

19. Amendment

This Agreement may be amended only by a written instrument signed by all of the partners.

20. Dissolution and Winding Up

• The LLP shall be dissolved upon the occurrence of any of the following events:
  • The unanimous consent of the partners.
  • The death, disability, or bankruptcy of a partner, unless the remaining partners elect to continue the LLP.
  • The expiration of the term of the LLP, if any.
• Upon dissolution, the assets of the LLP shall be liquidated and distributed in the following order:
  • Payment of debts and liabilities to creditors other than partners.
  • Payment of debts and liabilities to partners who are creditors.
  • Repayment of capital contributions to partners.
  • Distribution of remaining assets to partners in proportion to their profit sharing percentages.

21. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. The exclusive jurisdiction and venue for any legal proceedings relating to this Agreement shall be in the state and federal courts located in [County Name] County, Indiana.

22. Integration Clause

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.

23. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

24. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Partner 1 Full Legal Name]

____________________________

Signature

[Partner 2 Full Legal Name]

____________________________

Signature

[Partner 3 Full Legal Name]

____________________________

Signature (add more as needed)