Louisiana limited liability partnership agreement template

Louisiana Limited Liability Partnership Agreement

This Louisiana Limited Liability Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed in Section 1.1, pursuant to the Louisiana Revised Statutes Title 9, particularly the Partnership Law Articles.

Section 1: Formation of Limited Liability Partnership

1.1 Parties. The parties to this Agreement are:

• [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)

The above-named parties hereby form a limited liability partnership under the laws of the State of Louisiana.

Section 2: Name, Purpose, and Place of Business

2.1 Name. The name of the limited liability partnership shall be [LLP Name].

2.2 Purpose.

• Option A: The purpose of the LLP is to engage in any lawful business or activity for which a limited liability partnership may be formed under the laws of Louisiana.
• Option B: The purpose of the LLP is specifically limited to [Detailed Description of Business Purpose].

2.3 Principal Place of Business. The principal place of business of the LLP shall be located at [Louisiana Registered Address]. Additional offices may be established at such other places as the partners may from time to time determine.

Section 3: Effective Date and Term

3.1 Effective Date. This Agreement shall become effective as of [Effective Date].

3.2 Term.

• Option A: The term of the LLP shall be perpetual, unless sooner terminated as provided in this Agreement.
• Option B: The term of the LLP shall be for a fixed period of [Number] years, commencing on [Start Date] and ending on [End Date], unless sooner terminated as provided in this Agreement.

3.3 Registration. The partners shall promptly file a statement of qualification with the Louisiana Secretary of State as required by Louisiana law. The partners are required to make annual renewal filings as required by Louisiana law.

Section 4: Capital Contributions and Ownership

4.1 Initial Capital Contributions. The initial capital contributions of the partners shall be as follows:

• [Partner 1 Name]: [Dollar Amount or Description of Property/Services]
• [Partner 2 Name]: [Dollar Amount or Description of Property/Services]
• [Partner 3 Name]: [Dollar Amount or Description of Property/Services] (add more as needed)

4.2 Percentage of Ownership. The percentage of ownership interest of each partner shall be as follows:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]% (add more as needed)

4.3 Additional Capital Contributions.

• Option A: No partner shall be required to make any additional capital contributions.
• Option B: Additional capital contributions may be required upon the affirmative vote of [Percentage]% of the partners. The amount and timing of such contributions shall be determined by the partners.

Section 5: Management

5.1 Management Structure.

• Option A: All partners shall participate in the management of the LLP.
• Option B: The management of the LLP shall be vested in a managing partner(s), designated as [Managing Partner Title, e.g., Managing Director]. The initial managing partner(s) shall be [Managing Partner Name(s)].

5.2 Voting.

• Option A: All decisions shall be made by a majority vote of the partners.
• Option B: Certain major decisions, including but not limited to [List of Major Decisions, e.g., borrowing money, acquisitions, changes to business purpose, dissolution], shall require a supermajority vote of [Percentage]% of the partners.
• Option C: Certain decisions require unanimous vote of all partners.

5.3 Meetings. Meetings of the partners shall be held [Frequency, e.g., monthly, quarterly]. Notice of meetings shall be given at least [Number] days prior to the meeting. A quorum shall consist of [Percentage]% of the partners.

Section 6: Fiduciary Duties and Limitations

6.1 Fiduciary Duties. Each partner shall owe to the LLP and the other partners the fiduciary duties of loyalty and care, as defined under Louisiana law.

6.2 Limitations on Fiduciary Duties. To the fullest extent permitted by Louisiana law, the partners may, by unanimous written agreement, limit or modify the fiduciary duties of a partner. Specifically, [Specify any permitted limitations or modifications].

Section 7: Liability and Indemnification

7.1 Limited Liability. Pursuant to Louisiana law, no partner in a limited liability partnership is liable, directly or indirectly, for any debts, obligations, or liabilities of the partnership or another partner, whether arising in contract, tort, or otherwise, solely by reason of being a partner or acting as a partner. This limitation does not protect a partner from liability for their own negligence, misconduct, or wrongful acts.

7.2 Indemnification. The LLP shall indemnify and hold harmless each partner from and against any and all losses, claims, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to the partner's activities on behalf of the LLP, except to the extent such losses, claims, damages, liabilities, and expenses are attributable to the partner's own negligence, misconduct, or wrongful acts.

7.3 Annual Report. The partners shall ensure that the LLP complies with all annual report and renewal requirements to maintain its status and liability protection under Louisiana law.

Section 8: Profits, Losses, and Distributions

8.1 Allocation of Profits and Losses. Profits and losses shall be allocated among the partners in proportion to their respective percentage of ownership interests, as set forth in Section 4.2.

8.2 Distributions. Distributions of cash or other assets shall be made to the partners at such times and in such amounts as the partners may determine, in proportion to their respective percentage of ownership interests, after providing for the reasonable needs of the business.

8.3 Tax Matters Partner. The [Partner Name] is hereby designated as the Tax Matters Partner (or Partnership Representative, as applicable) for the LLP.

Section 9: Admission, Withdrawal, and Expulsion of Partners

9.1 Admission of New Partners. New partners may be admitted to the LLP upon the affirmative vote of [Percentage]% of the existing partners. The terms of admission, including capital contribution and percentage of ownership interest, shall be determined by the partners.

9.2 Voluntary Withdrawal. A partner may withdraw from the LLP upon [Number] days' written notice to the other partners.

9.3 Expulsion. A partner may be expelled from the LLP for good cause, including but not limited to [List of Grounds for Expulsion], upon the affirmative vote of [Percentage]% of the other partners.

9.4 Valuation of Interest. Upon withdrawal or expulsion, the departing partner's interest shall be valued at [Valuation Method, e.g., fair market value, book value], as determined by [Determining Party, e.g., independent appraiser].

Section 10: Records and Accounting

10.1 Records. The LLP shall maintain complete and accurate books and records of account at its principal place of business.

10.2 Fiscal Year. The fiscal year of the LLP shall be [Fiscal Year Start Date] to [Fiscal Year End Date].

10.3 Inspection. Each partner shall have the right to inspect and copy the LLP's books and records at any reasonable time.

Section 11: Dispute Resolution

11.1 Mediation. Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [City, Louisiana] before resorting to arbitration or litigation.

11.2 Arbitration. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association in [City, Louisiana].

11.3 Jurisdiction. The exclusive jurisdiction for any legal action arising out of or relating to this Agreement shall be in the state courts located in [Parish Name] Parish, Louisiana.

Section 12: Dissolution

12.1 Events of Dissolution. The LLP shall be dissolved upon the occurrence of any of the following events:

• The expiration of its term (if applicable).
• The affirmative vote of [Percentage]% of the partners.
• The withdrawal of a partner if the remaining partners are less than the minimum required by Louisiana law.
• Any event that makes it unlawful for the LLP to continue its business.

12.2 Liquidation. Upon dissolution, the assets of the LLP shall be liquidated and distributed in accordance with Louisiana law.

Section 13: Good Standing Requirements

The partners shall ensure that the LLP maintains its good standing as an LLP in Louisiana by complying with all applicable requirements, including annual statement of qualification/renewal filings, maintaining a registered agent and office, and complying with all applicable local business licensing and industry regulations.

Section 14: Confidentiality

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

Section 15: Amendment

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

Section 16: Governing Law

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

Section 17: Entire Agreement

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.

Section 18: Severability

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

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] (add more as needed)