Kentucky limited liability partnership agreement template

Kentucky Limited Liability Partnership Agreement

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

1. Parties

• [Partner 1 Name], residing at [Partner 1 Address] (“Partner 1”), a resident of Kentucky.
• [Partner 2 Name], residing at [Partner 2 Address] (“Partner 2”), a resident of Kentucky.
• [Partner 3 Name], residing at [Partner 3 Address] (“Partner 3”), a resident of [State].
  • Option A: Include all additional partners and their Kentucky residency status.
  • Option B: State that additional partners may be admitted as provided in this Agreement.

2. Formation and Statement of Qualification

The parties hereby form a Kentucky Limited Liability Partnership (the “LLP”) under the Kentucky Revised Uniform Partnership Act (KRS 362.1-101 et seq.), and shall operate solely thereunder. The Statement of Qualification was filed with the Kentucky Secretary of State on [Date Filed] and assigned Registration Number [Registration Number].

3. Name

The name of the LLP shall be [LLP Name].

4. Business Purpose

The purpose of the LLP is to engage in any lawful business, activity, or transaction for which a limited liability partnership may be formed under Kentucky law, specifically the business of [Description of Business]. The LLP shall only conduct activities that are permissible under Kentucky law.

5. Principal Office and Registered Agent

The principal office of the LLP shall be located at [Principal Office Address]. The registered agent of the LLP shall be [Registered Agent Name], with a registered office at [Registered Agent Address], both located in Kentucky.

6. Term

The term of the LLP shall commence on the effective date of this Agreement and shall continue until dissolved as provided herein.

• Option A: Specify a fixed term: "The term of the LLP shall be [Number] years from the effective date."
• Option B: The LLP will continue indefinitely unless dissolved.

7. Capital Contributions

Each partner shall contribute to the capital of the LLP as follows:

• [Partner 1 Name]: [Amount] (Cash)
• [Partner 2 Name]: [Amount] (Cash) and [Description of Non-Cash Contribution] valued at [Value].
• [Partner 3 Name]: [Amount] (Cash)

• Option A: Future Capital Contributions. Partners agree to make additional capital contributions as determined by a [Percentage]% vote of the partners.
• Option B: No future capital contributions required.

8. Capital Accounts and Interest

A capital account shall be maintained for each partner in accordance with applicable tax regulations. Each partner's capital interest in the LLP shall be as follows:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]%

9. Allocation of Profits and Losses

Profits and losses of the LLP shall be allocated among the partners in proportion to their capital interests as specified in Section 8.

• Option A: Specify an alternative allocation method (e.g., based on services provided).
• Option B: Allocate based on a pre-determined formula stated as an exhibit to the agreement.

10. Distributions

Distributions of cash or other property shall be made to the partners at such times and in such amounts as determined by the partners holding at least [Percentage]% of the capital interests.

• Option A: Distributions will be made quarterly, subject to available cash flow.
• Option B: Distributions will be made annually after year-end financial review.

11. Management

All partners shall have equal rights in the management and conduct of the LLP’s business, unless otherwise agreed to in writing. Decisions shall be made by a majority vote of the partners, except for extraordinary matters as defined below.

12. Extraordinary Matters

The following matters shall require the unanimous consent of all partners:

• Sale of substantially all of the LLP's assets.
• Merger or consolidation of the LLP.
• Amendment of this Agreement.
• Admission of a new partner.
• Option A: Reduce the consent threshold for extraordinary matters to a supermajority of [Percentage]%.
• Option B: Add or remove items from the list of extraordinary matters.

13. Meetings

Meetings of the partners shall be held at least [Frequency] or upon the request of any partner. Notice of meetings shall be given at least [Number] days prior to the meeting date.

14. Partner Rights and Obligations

Each partner shall devote such time and attention to the business of the LLP as is reasonably necessary. No partner shall, without the consent of the other partners, engage in any activity that is competitive with the business of the LLP. No partner may bind the LLP to any agreement outside the ordinary course of business without the written consent of a majority of the other partners.

15. Admission of New Partners

New partners may be admitted to the LLP with the unanimous consent of the existing partners. The terms and conditions of admission shall be determined by agreement among the existing partners and the new partner and set forth in a written amendment to this Agreement.

16. Transfer of Partnership Interests

No partner may transfer, assign, or encumber their partnership interest without the unanimous written consent of the other partners. Any attempted transfer in violation of this provision shall be void.

• Option A: Provide for a right of first refusal for existing partners.
• Option B: Allow for transfer to family members subject to certain conditions.

17. Withdrawal or Expulsion of Partners

A partner may voluntarily withdraw from the LLP upon providing [Number] days written notice to the other partners. A partner may be expelled from the LLP for cause by a [Percentage]% vote of the other partners. Cause shall include, but not be limited to, breach of this Agreement, gross negligence, or willful misconduct.

18. Liability

Pursuant to Kentucky law, no partner in this LLP shall be personally liable, directly or indirectly, for any debts, obligations, or liabilities of the LLP, whether arising in contract, tort, or otherwise, solely by reason of being a partner or participating in the management or control of the LLP. This limitation does not protect a partner from liability for their own negligence, wrongful acts, or misconduct.

19. Indemnification

The LLP shall indemnify and hold harmless each partner from and against any and all losses, claims, damages, liabilities, and expenses (including attorneys' fees) arising out of or relating to the business of the LLP, provided that the partner acted in good faith and in a manner reasonably believed to be in the best interests of the LLP.

20. Insurance

The LLP shall maintain such insurance coverage as is necessary and appropriate for its business, including, but not limited to, liability insurance and professional liability insurance (if applicable).

21. Records and Accounting

The LLP shall maintain complete and accurate books and records of account. All partners shall have the right to inspect and copy such books and records. The LLP's fiscal year shall end on [Date].

22. Tax Matters Partner/Partnership Representative

The [Partner Name] is hereby designated as the Tax Matters Partner/Partnership Representative for the LLP.

23. Banking

The LLP shall maintain one or more bank accounts. All funds shall be deposited in such accounts, and withdrawals shall be made only upon the signature of [Authorized Signatories].

24. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Kentucky. If mediation is unsuccessful, the dispute shall be settled by binding arbitration in Kentucky in accordance with the rules of the American Arbitration Association.

25. Dissolution

The LLP shall be dissolved upon the occurrence of any of the following events:

• The unanimous agreement of the partners.
• The withdrawal or expulsion of a partner, unless the remaining partners unanimously agree to continue the LLP.
• Any event that makes it unlawful for the LLP to continue its business.

Upon dissolution, the assets of the LLP shall be distributed in accordance with Kentucky law.

26. Amendment

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

27. Confidentiality

Each partner agrees to hold in confidence all confidential information relating to the LLP and its business.

28. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

29. Entire Agreement

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

30. Electronic Communication and Consent

The partners agree that electronic mail and other forms of electronic communication may be used for giving notices and obtaining consents under this agreement, subject to the Kentucky Uniform Electronic Transactions Act.

31. Counterparts

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.

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]