Maine limited liability partnership agreement template

Maine Limited Liability Partnership Agreement

This Maine Limited Liability Partnership Agreement (the “Agreement”) is made and entered into as of [Date], by and among the parties listed below (the "Partners").

1. Parties

The Partners 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)

2. Formation of Limited Liability Partnership

The Partners hereby form a limited liability partnership pursuant to the provisions of the Maine Revised Statutes, Title 31, Chapter 8-A (the “Act”).

3. Name and Business Location

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

The principal place of business of the Partnership shall be located at [Address], in the State of Maine.

The registered office in Maine is [Registered Office Address].

The registered agent at that office is [Registered Agent Name].

4. Business Purpose

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

• Option A: The Partnership shall have the power to do all things necessary or convenient to carry out its business and affairs.
• Option B: The Partnership's activities shall be limited to only those directly related to [Specific Limited Activities].

5. Term

The term of the Partnership shall commence on the date of this Agreement and shall continue:

• Option A: Perpetually, unless sooner terminated as provided herein.
• Option B: For a fixed term of [Number] years, expiring on [Date], unless sooner terminated as provided herein.

6. Capital Contributions

The initial capital contributions of the Partners are as follows:

• [Partner 1: Full Legal Name]: [Dollar Amount]
• [Partner 2: Full Legal Name]: [Dollar Amount]
• [Partner 3: Full Legal Name]: [Dollar Amount] (add more as needed)

Additional Capital Contributions:

• Option A: No additional capital contributions shall be required.
• Option B: Additional capital contributions may be required from time to time as determined by a [Percentage]% vote of the Partners. Failure to contribute shall result in [Consequences for Non-Contribution].

7. Ownership and Allocation of Profits and Losses

The ownership percentages of the Partners are as follows:

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

Profits and losses shall be allocated among the Partners in proportion to their ownership percentages.

• Option A: Profits and losses shall be allocated quarterly.
• Option B: Profits and losses shall be allocated annually.

8. Distributions

Distributions of cash or other assets shall be made to the Partners in proportion to their ownership percentages, at such times and in such amounts as determined by the Partners.

• Option A: Distributions shall be made quarterly, if sufficient cash flow is available.
• Option B: Distributions shall be made annually, after the end of the fiscal year.

9. Management

The management of the Partnership shall be:

• Option A: Member-managed. Each Partner shall have the right to participate in the management and control of the Partnership.
• Option B: Manager-managed. The following Partner(s) shall serve as the manager(s) of the Partnership: [Manager Partner Names]. The manager(s) shall have the authority to manage the day-to-day operations of the Partnership.

10. Rights and Responsibilities of Partners

Each Partner shall have the right to:

• Participate in the management of the Partnership (if member-managed).
• Receive distributions of profits and assets.
• Inspect the books and records of the Partnership.

Each Partner shall have the responsibility to:

• Act in good faith and with loyalty to the Partnership and the other Partners.
• Comply with the terms of this Agreement.
• Contribute their expertise and efforts to the business of the Partnership.

11. Voting

Ordinary matters shall be decided by a majority vote of the Partners (based on ownership percentages).

Extraordinary matters (e.g., amendment of this Agreement, sale of substantially all assets) shall require a [Percentage]% vote of the Partners.

• Option A: Partner meetings shall be held [Frequency].
• Option B: Partner decisions may be made via written consent in lieu of a meeting.

12. Admission of New Partners

New partners may be admitted to the Partnership only with the unanimous consent of the existing Partners.

• Option A: Any new partner must contribute capital in an amount to be determined by the existing partners.
• Option B: Admission of a new partner requires an amendment to the Partnership certificate filed with the Maine Secretary of State.

13. Transfer of Partnership Interests

No Partner may transfer, assign, or encumber their partnership interest without the prior written consent of all other Partners.

• Option A: The other partners shall have a right of first refusal to purchase the transferring partner's interest.
• Option B: Any transfer in violation of this provision shall be void.

14. Withdrawal, Resignation, or Expulsion

A Partner may withdraw from the Partnership upon [Number] days written notice to the other Partners.

• Option A: Upon withdrawal, the withdrawing partner shall be entitled to receive the fair market value of their partnership interest, as determined by an independent appraiser.
• Option B: A Partner may be expelled from the Partnership for cause, as defined as [Definition of Cause], by a [Percentage]% vote of the other Partners.

15. Liability Limitations

Pursuant to Maine law, no Partner shall be personally liable, directly or indirectly, including by way of indemnification, contribution or otherwise, for any debts, obligations or other liabilities of, or chargeable to, the Partnership, whether arising in tort, contract or otherwise, arising while the Partnership is a limited liability partnership.

• Option A: This limitation of liability shall not apply to any Partner's own negligence, wrongful acts, or misconduct.
• Option B: Each Partner shall be indemnified by the Partnership for any losses, claims, damages, or liabilities incurred in connection with the Partnership's business, except for losses resulting from the Partner's own negligence, wrongful acts, or misconduct.

16. Tax Matters

The Partnership shall file all required federal and state tax returns.

The Partnership's fiscal year shall end on [Date].

The Tax Matters Partner (or Partnership Representative) shall be [Name of Partner].

• Option A: The partnership will make quarterly estimated tax payments.
• Option B: The partnership will issue Schedule K-1s to partners annually.

17. Dispute Resolution

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

• Option A: Mandatory mediation in [City, Maine].
• Option B: Binding arbitration in accordance with the rules of the American Arbitration Association, in [City, Maine].
• Option C: Litigation in the state courts of Maine, with venue in [County] County.

18. Amendments

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

19. Dissolution and Winding Up

The Partnership may be dissolved upon the occurrence of any of the following events:

• The unanimous agreement of the Partners.
• The death, withdrawal, or expulsion of a Partner (unless the remaining Partners agree to continue the Partnership).
• Any event causing dissolution under Maine law.

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

• To creditors of the Partnership.
• To the Partners in proportion to their capital accounts.

20. Governing Law

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

21. Record Access and Confidentiality

All partners shall have access to partnership records pursuant to Maine law.

Partners shall maintain the confidentiality of partnership information.

22. Insurance

The Partnership shall maintain insurance coverage as deemed necessary, including general liability insurance.

• Option A: The Partnership shall obtain professional liability (malpractice) insurance with minimum coverage of [Dollar Amount].

23. Succession Planning

In the event of a partner’s death or incapacity, the remaining partners will [Describe succession planning process, e.g., have the option to purchase the deceased partner's interest].

24. Compliance

The Partnership shall comply with all applicable Maine state and local laws and regulations.

25. Conflicts of Interest

Any potential conflicts of interest must be disclosed to all partners and approved by a [Percentage]% vote.

26. Exculpation

To the extent permitted by Maine law, partners shall not be liable to the partnership or other partners for acts or omissions unless such acts or omissions constitute fraud, willful misconduct, or gross negligence.

* * *

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

[Partner 1: Full Legal Name]

[Partner 2: Full Legal Name]

[Partner 3: Full Legal Name] (add more as needed)