Iowa limited liability partnership agreement template

Iowa Limited Liability Partnership Agreement

This Iowa Limited Liability Partnership Agreement (this “Agreement”) is made and effective as of [Date], by and among the parties listed below (the “Partners”).

1. Formation and Identification

The Partners hereby agree to form a limited liability partnership (the "Partnership") under the laws of the State of Iowa, specifically Iowa Code Chapter 486A.

Each Partner is an "Iowa LLP Partner" within the meaning of Iowa Code Chapter 486A.

• Option A: [Partner Name] is designated as a Managing Partner.
• Option B: No Partner is designated as a Managing Partner.

The Partnership's registration with the Iowa Secretary of State was filed on [Date] and assigned the registration number [Registration Number].

The registered agent of the Partnership in the State of Iowa is [Registered Agent Name] with a registered office at [Registered Agent Address].

The initial Partners are:

• Partner 1: [Partner 1 Name], [Partner 1 Business Address], [Partner 1 Contact Details]
• Partner 2: [Partner 2 Name], [Partner 2 Business Address], [Partner 2 Contact Details]
• Partner 3: [Partner 3 Name], [Partner 3 Business Address], [Partner 3 Contact Details]

2. Business Purpose and Principal Place of Business

The purpose of the Partnership is to engage in the following business activities: [Describe Business Activities].

• Option A: The Partnership's primary business activity is subject to Iowa licensing requirement per [Iowa Statute/Rule Number]. The Partnership holds all necessary licenses.
• Option B: The Partnership's primary business activity is not subject to any specific Iowa licensing or regulatory requirements.

The principal place of business of the Partnership shall be located at [Principal Office Address in Iowa].

• Option A: The Partnership may also maintain other places of business at: [Other Business Locations].
• Option B: The Partnership will not maintain any other places of business.

3. Capital Contributions

The initial capital contributions of each Partner are as follows:

• [Partner 1 Name]: [Cash Amount], [Description of Property] (valued at [Valuation Amount]), [Description of Services] (valued at [Valuation Amount])
• [Partner 2 Name]: [Cash Amount], [Description of Property] (valued at [Valuation Amount]), [Description of Services] (valued at [Valuation Amount])
• [Partner 3 Name]: [Cash Amount], [Description of Property] (valued at [Valuation Amount]), [Description of Services] (valued at [Valuation Amount])

The method for valuing contributed property or services shall be [Method of Valuation].

• Option A: Additional capital contributions may be required from time to time, as determined by [Decision-Making Process for Capital Calls].
• Option B: Additional capital contributions are not required.

If a Partner fails to make a required capital contribution, the following penalties shall apply: [Penalties for Failure to Contribute].

The Partnership percentage interest of each Partner is based on the ratio of their total capital contribution to the total capital contributions of all Partners.

4. Management and Control

• Option A: The management of the Partnership shall be vested in the Managing Partner(s).
• The Managing Partner(s) shall have the authority to make all decisions relating to the day-to-day operations of the Partnership.
• Option B: All Partners shall participate in the management of the Partnership.

The following actions require [Required Voting Threshold, e.g., Majority, Supermajority, Unanimous] approval of the Partners:

• Mergers or consolidations
• Dissolution of the Partnership
• Sale of all or substantially all of the Partnership's assets
• Admission of new partners
• Amendments to this Agreement

Partner meetings shall be held [Frequency of Meetings]. Notice of meetings shall be given at least [Number] days prior to the meeting. A quorum shall consist of [Quorum Requirement] of the Partners. Minutes of all meetings shall be recorded and maintained by [Person Responsible for Recording Minutes]. Remote participation is allowed via [Approved Methods of Remote Participation].

5. Limitation of Liability and Indemnification

No Partner shall be personally liable for the debts, obligations, or liabilities of the Partnership solely by reason of being a partner, except as provided in Iowa Code 486A.306.

• Option A: The limitation of liability does not extend to personal misconduct, breach of fiduciary duty, or knowing violation of law.
• Option B: [Additional stipulations/exceptions to liability limitations]

The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees) incurred by such Partner in connection with the Partnership's business, to the fullest extent permitted by Iowa law.

6. Allocation of Profits, Losses, and Distributions

Profits and losses of the Partnership shall be allocated to the Partners in proportion to their Partnership percentage interests, subject to any special allocations described below.

• Option A: Special allocations of profits or losses shall be made as follows: [Description of Special Allocations].
• Option B: There are no special allocations of profits or losses.

Distributions of cash or other property shall be made to the Partners at such times and in such amounts as the Partners may determine, in proportion to their Partnership percentage interests.

The Partnership Representative for federal and state tax purposes is [Partnership Representative Name].

7. Tax Reporting

The Partnership shall be responsible for issuing K-1s to the Partners and making all necessary state and federal tax filings.

• Option A: The Partnership will make composite tax filings on behalf of nonresident partners, if required.
• Option B: Each nonresident partner is responsible for their own tax filings.

8. Admission, Withdrawal, and Transfer of Interests

New Partners may be admitted to the Partnership only upon the [Required Approval for Admission of New Partners] of the existing Partners.

No Partner may assign or transfer their Partnership interest without the [Required Consent for Transfer] of the other Partners.

• Option A: The Partnership shall have a right of first refusal to purchase the interest of any Partner who desires to transfer their interest. The procedure for the right of first refusal shall be: [Detailed Procedure for Right of First Refusal].
• Option B: No right of first refusal exists.

Upon the withdrawal, resignation, expulsion, death, or disability of a Partner, the remaining Partners shall purchase the withdrawing Partner's interest at its [Valuation Method, e.g., book value, market value, appraised value], determined as of [Date of Valuation]. Payment will be made according to the following schedule: [Payment Schedule].

9. 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 interest in the Partnership, each Partner shall not engage in any business that is competitive with the business of the Partnership within a [Geographic Area].

During the term of this Agreement and for a period of [Number] years following the termination of a Partner's interest in the Partnership, each Partner shall not solicit any customers, clients, or employees of the Partnership.

All Partners shall maintain the confidentiality of the Partnership's confidential information, including but not limited to trade secrets, customer lists, and financial information.

10. Duties and Standards of Conduct

Each Partner shall owe to the Partnership and the other Partners the duties of loyalty and care, as provided in Iowa law. Partners must act in good faith and with fair dealing.

• Option A: The Partners agree to modify the duty of loyalty only to the extent allowed under Iowa statute, specifically that [Specific waiver or modification language].
• Option B: The Partners do not wish to modify the default duties of loyalty and care.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through the following process:

• First, the Partners shall attempt to resolve the dispute through good faith negotiations.
• If the dispute cannot be resolved through negotiation, the Partners shall submit the dispute to [Mediation/Arbitration] in [City, Iowa].

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

12. Annual Reports and Partnership Renewals

The Partnership shall comply with all requirements for filing annual reports and partnership registration renewals with the Iowa Secretary of State.

13. Banking and Accounting

The Partnership shall maintain a bank account at [Bank Name]. All funds of the Partnership shall be deposited into this account.

The Partnership shall maintain its books and records in accordance with [Accounting Method, e.g., accrual, cash] accounting principles. The required financial records include: [List of financial records].

• Option A: The Partnership shall engage an independent accountant to audit its financial statements annually.
• Option B: The Partnership will not engage an independent accountant for audits.

14. Insurance

The Partnership shall maintain the following insurance coverage:

• Liability insurance in the amount of [Amount].
• Property insurance in the amount of [Amount].
• Option A: Key person insurance on [Partner Name].
• Option B: No key person insurance required.

15. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage] of the Partners.

16. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events:

• The agreement of all of the Partners
• An event of withdrawal of a Partner, unless the remaining Partners agree to continue the Partnership as permitted by Iowa law.
• Other events as specified in Iowa law

Upon dissolution, the assets of the Partnership shall be liquidated and distributed in the following order:

• First, to creditors of the Partnership.
• Second, to the Partners in proportion to their capital accounts.

Post-dissolution, the partners shall maintain any required records for [number] years and agree to indemnify each other for any liabilities arising after dissolution that are a result of pre-dissolution partnership activities to the extent allowed by law.

17. Sector-Specific Regulatory/Compliance Requirements

• Option A: The Partnership is subject to the following Iowa-specific regulatory or compliance requirements: [Description of Requirements, e.g., professional licensing], per [Iowa Statute/Rule Number].
• Option B: The Partnership is not subject to any specific regulatory compliance requirements beyond general business regulations.

* * *

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Partner 1 Name]

[Partner 2 Name]

[Partner 3 Name]