Kansas limited liability partnership agreement template

Kansas Limited Liability Partnership Agreement

This Kansas Limited Liability Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed below, intending to form a limited liability partnership under the Kansas Revised Uniform Partnership Act (KRUPA), K.S.A. 56a-1001 et seq.

1. Parties

The parties to this Agreement are:

• [Partner Name 1], residing at [Address 1]
• [Partner Name 2], residing at [Address 2]
• [Partner Name 3], residing at [Address 3] (and so on)

All parties are referred to as "Partners."

2. Formation and Registration

• This Agreement constitutes the partners' intent to form a Kansas limited liability partnership.
• The partnership has filed (or will file) a Certificate of Limited Liability Partnership with the Kansas Secretary of State, thereby establishing its status as a Kansas limited liability partnership under K.S.A. 56a-1001 et seq. Evidence of current LLP status is attached hereto as Exhibit A.

3. Liability

• Pursuant to Kansas law, no Partner shall be personally liable, directly or indirectly, for any debts, obligations, or liabilities of the Partnership, whether arising in tort, contract, or otherwise, solely by reason of being a Partner. This limitation does not extend to a Partner's own acts or omissions.

4. Registered Office and Agent

• The registered office of the Partnership in Kansas is located at: [Registered Office Address].
• The registered agent for service of process is: [Registered Agent Name], residing at [Registered Agent Address].

5. Business Purpose and Term

• The purpose of the Partnership is to engage in the following business: [Business Purpose Description].
• The scope of the Partnership's activities is limited to activities permitted under Kansas law.
• The principal place of business is located at: [Principal Place of Business Address].
• The term of the Partnership shall be:
  • Option A: Perpetual.
  • Option B: A definite term of [Number] years, commencing on [Start Date] and expiring on [End Date].

6. Capital Contributions

• Each Partner shall contribute the following capital to the Partnership:
  • [Partner Name 1]:
    • [Cash Amount] in cash.
    • [Description of Property] valued at [Property Value].
    • [Description of Services] valued at [Service Value].
  • [Partner Name 2]:
    • [Cash Amount] in cash.
    • [Description of Property] valued at [Property Value].
    • [Description of Services] valued at [Service Value].
  • (And so on for each partner)
• The agreed valuation methodology for non-cash contributions is: [Valuation Methodology Description].
• Capital accounts will be maintained according to the following procedure: [Capital Account Maintenance Procedure].
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a [Percentage]% vote of the Partners. The amount and timing will be determined at that time. Failure to contribute will result in [Consequence of Failure].

7. Ownership Percentages

• The ownership percentages of each Partner are as follows:
  • [Partner Name 1]: [Percentage]%
  • [Partner Name 2]: [Percentage]%
  • [Partner Name 3]: [Percentage]% (and so on)
• Adjustment of Interests:
  • Option A: Ownership percentages shall remain fixed unless amended by unanimous consent.
  • Option B: Ownership percentages shall be adjusted proportionally based on additional capital contributions, calculated as follows: [Calculation Formula].

8. Management

• The management of the Partnership shall be vested in:
  • Option A: All Partners.
  • Option B: A Managing Partner(s): [Managing Partner Name(s)]. The Managing Partner(s) shall have the authority to: [List of Authorities].
  • Option C: A Management Committee consisting of [Number] members. Members shall be: [Method of Selection].
• Limitations on Individual Partner Authority: No Partner shall have the authority to [List of Limitations] without the consent of [Required Consent Level].
• Voting Requirements:
  • Ordinary matters require a [Percentage]% vote of the Partners.
  • Extraordinary matters (e.g., amendment of this Agreement, merger, dissolution) require a [Percentage]% vote of the Partners.

9. Meetings

• Partner meetings shall be held:
  • Option A: Annually.
  • Option B: As needed, upon [Number] days' written notice.
• Meetings shall be conducted according to [Meeting Procedures].
• Proxy or remote participation is:
  • Option A: Permitted.
  • Option B: Not permitted.
• Minutes of all meetings shall be recorded and maintained by [Designated Record Keeper].

10. Admission, Transfer, and Pledge of Interests

• Admission of New Partners: New Partners may be admitted upon a [Percentage]% vote of the existing Partners and execution of an addendum to this Agreement. Any new partner must comply with all requirements under Kansas law.
• Transfer of Partnership Interests:
  • Option A: No Partner may transfer or pledge their interest without the unanimous consent of the other Partners.
  • Option B: A Partner may transfer their interest with the consent of [Percentage]% of the other Partners.
• 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 at: [Purchase Terms].

11. Withdrawal, Expulsion, and Resignation

• Withdrawal: A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• Expulsion: A Partner may be expelled from the Partnership for: [Grounds for Expulsion] upon a [Percentage]% vote of the other Partners.
• Resignation: A Partner may resign from the Partnership by giving written notice of resignation to the other partners as designated under Kansas Law.
• Consequences: The withdrawing, expelled, or resigning Partner shall be entitled to:
  • Option A: A buyout of their interest, calculated as follows: [Buyout Formula].
  • Option B: The value of their capital account as of the date of withdrawal, expulsion, or resignation.

12. Profit and Loss Allocation and Distributions

• Profits and losses shall be allocated to the Partners in proportion to their ownership percentages.
• Distributions shall be made:
  • Option A: Annually.
  • Option B: Quarterly.
  • Option C: As determined by the Managing Partner(s)/Management Committee.
• Reserve Policy: The Partnership shall maintain a reserve account of [Dollar Amount] for: [Purpose of Reserve].
• Partner Draws: Partners may take draws against anticipated profits, subject to the following limitations: [Draw Limitations].

13. Tax Matters

• The Tax Matters Partner (or Partnership Representative) is: [Tax Matters Partner Name].
• The Partnership shall prepare and file all required federal and Kansas state tax returns.
• Each Partner shall receive a K-1 annually.

14. Books and Records

• The Partnership shall maintain accurate and complete books and records at: [Location of Books and Records].
• Partners shall have the right to inspect the books and records upon reasonable notice.
• All information shall be kept confidential.

15. Indemnification

The Partnership shall indemnify its Partners, officers, and agents to the maximum extent permitted by Kansas law.

16. Insurance

The Partnership shall maintain liability insurance appropriate for an LLP, with coverage of at least [Dollar Amount].

17. Limitation of Liability

The liability of each Partner is limited as provided under Kansas law, specifically K.S.A. 56a-306(c), except for the Partner's own negligence, wrongful acts, or misconduct. This specifically includes exceptions for personal wrongdoing or malpractice in regulated professions such as law or accounting.

18. Industry-Specific Compliance

The Partnership shall comply with all applicable industry-specific compliance measures required by Kansas or federal law, including: [List of Compliance Measures].

19. Dissolution

• Dissolution shall occur upon:
  • Option A: The expiration of the term (if applicable).
  • Option B: The unanimous consent of the Partners.
  • Option C: As otherwise provided by Kansas law.
• Upon dissolution, the assets of the Partnership shall be distributed in the following order: [Order of Distribution].

20. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Good-faith negotiation.
  • Option B: Internal mediation.
  • Option C: Binding arbitration in Kansas.
• The laws of the State of Kansas shall govern this Agreement.
• The venue for any legal action shall be in the state courts located in [County Name] County, Kansas.

21. Amendment

• This Agreement may be amended only by a [Percentage]% vote of the Partners.
• Any amendment affecting the Kansas LLP registration must be promptly filed with the Kansas Secretary of State.

22. Regulatory Disclosures

The Partnership shall comply with all required regulatory disclosures specific to Kansas, including maintaining a current Certificate of Limited Liability Partnership with the Kansas Secretary of State and paying all required fees.

23. Electronic Communications and Execution

Electronic communications and digital signatures are permitted in accordance with the Kansas Uniform Electronic Transactions Act.

24. Succession Planning

Special provisions for succession, estate planning, or buyout on death, disability, or incapacity of a Partner shall be implemented in accordance with Kansas probate and business succession law. These provisions are: [Succession Plan Details].

25. Customization

All terms of this Agreement may be customized to reflect the practical business model, industry practices, and unique risk allocation features mandated or permitted under Kansas LLP statutes and relevant business customs.

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

[Partner Name 1]

[Partner Name 2]

[Partner Name 3]

(And so on for each partner)