Maryland limited liability partnership agreement template

Maryland Limited Liability Partnership Agreement

This Maryland Limited Liability Partnership Agreement (the “Agreement”) is made and effective as of [Date] by and among the parties listed in Schedule A, attached hereto and incorporated herein.

1. Formation and Name

This Agreement forms a limited liability partnership (the “LLP”) under the laws of the State of Maryland pursuant to the Maryland Revised Uniform Partnership Act, Md. Code, Corporations & Associations §9A-101 et seq.

The name of the LLP is [LLP Name].

Option A: The LLP shall file a Statement of Qualification with the Maryland State Department of Assessments and Taxation (“SDAT”) as required by Md. Code, Corporations & Associations §9A-1001.

Option B: The LLP was previously formed as a general partnership and is converting to an LLP under Md. Code, Corporations & Associations §9A-901 et seq.

Option C: The parties agree that the initial filing and registration requirements will be the responsibility of [Partner Name].

2. Business Purpose and Scope

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

The business of the LLP may be conducted throughout the State of Maryland and any other jurisdiction where the LLP is qualified to do business.

The principal place of business of the LLP in Maryland is located at [Maryland Address].

3. Registered Office and Agent

The registered office of the LLP in Maryland is located at [Maryland Address].

The name of the LLP’s registered agent in Maryland is [Registered Agent Name].

The registered agent’s address is [Registered Agent Address].

4. Term

Option A: The term of this LLP shall commence on the effective date of this Agreement and continue perpetually unless sooner terminated as provided herein.

Option B: The term of this LLP shall commence on the effective date of this Agreement and shall continue for a period of [Number] years, unless sooner terminated as provided herein. The term may be extended by unanimous consent of the partners.

5. Partners and Capital Contributions

The initial partners of the LLP are listed in Schedule A. Each partner is a limited liability partner.

Each partner has made or will make the capital contributions to the LLP as set forth in Schedule A.

Option A: Additional capital contributions may be required as determined by a [Percentage]% vote of the partners. Partners will receive [Interest Rate]% interest on contributions.

Option B: No additional capital contributions shall be required from any partner.

The value of any non-cash contributions shall be determined by [Valuation Method, e.g., fair market value as determined by an independent appraiser].

If a partner fails to make a required capital contribution, the other partners may:

Option A: Loan the funds to the defaulting partner at an interest rate of [Interest Rate]%.

Option B: Reduce the defaulting partner's ownership percentage proportionally.

Option C: Initiate dissolution proceedings.

6. Allocation of Profits and Losses

Profits and losses of the LLP shall be allocated to the partners in proportion to their respective ownership percentages as set forth in Schedule A.

All allocations of profits and losses shall be made in accordance with applicable federal and Maryland income tax laws.

The LLP shall maintain capital accounts for each partner in accordance with applicable tax regulations.

Option A: Distributions shall be made to the partners at such times and in such amounts as determined by the managing partner(s), subject to applicable legal and contractual restrictions.

Option B: Distributions will be made quarterly, proportionally, per capital account balance.

7. Management

Option A: The management of the LLP shall be vested in a managing partner or managing partners, designated as such by a [Percentage]% vote of the partners. The initial managing partner(s) shall be [Managing Partner Name(s)].

Option B: Each partner shall have equal rights in the management and conduct of the LLP’s business.

The managing partner(s) shall have the authority to make day-to-day decisions regarding the business of the LLP.

Certain major decisions shall require the consent of [Percentage]% or unanimous consent of the partners, including but not limited to:

Dissolution of the LLP

Merger or consolidation of the LLP

Sale of all or substantially all of the assets of the LLP

Assumption of debt exceeding [Dollar Amount].

8. Meetings and Voting

Partner meetings shall be held at least [Frequency, e.g., annually].

Written notice of any meeting shall be given to each partner at least [Number] days prior to the meeting.

Option A: A quorum for any meeting shall consist of [Percentage]% of the partners.

Option B: Any partners attending in person or via electronic communication is considered a quorum.

Each partner shall be entitled to one vote for each percentage ownership they have in the LLP.

Option A: Proxy voting shall be permitted.

Option B: Proxy voting is not permitted.

9. Admission of New Partners

New partners may be admitted to the LLP only upon the unanimous consent of the existing partners.

A new partner shall make a capital contribution to the LLP in such amount as determined by the existing partners.

The admission of a new partner shall require an amendment to this Agreement and the filing of an amendment with the SDAT, if required.

10. Transfer of Partnership Interests

No partner may transfer or assign their partnership interest without the prior written consent of [Percentage]% of the other partners.

Option A: The other partners shall have a right of first refusal to purchase the transferring partner’s interest at a price equal to its fair market value as determined by [Valuation Method].

Option B: The buyout formula to be used if a partner transfers their interest is [Buyout Formula].

In the event of a partner’s death, disability, bankruptcy, or misconduct, the remaining partners may elect to purchase the deceased, disabled, bankrupt, or misbehaving partner’s interest in accordance with the terms of this Agreement.

11. Limited Liability

Pursuant to Md. Code, Corporations & Associations §9A-306, no partner of the LLP shall be personally liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debt, obligation or liability of or chargeable to the LLP, whether arising in tort, contract or otherwise, solely by reason of being a partner or acting as a partner in the LLP. However, a partner remains liable for their own negligence, wrongful acts, or misconduct. This limited liability shall be to the full extent permitted by Maryland law.

Option A: The LLP shall maintain professional liability insurance with coverage of at least [Dollar Amount] per claim and [Dollar Amount] in the aggregate.

Option B: The LLP shall not maintain professional liability insurance.

12. Indemnification

The LLP shall indemnify and hold harmless each partner, officer, and agent of the LLP from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to their activities on behalf of the LLP, except for losses, claims, damages, liabilities, and expenses arising out of their own gross negligence, willful misconduct, or breach of this Agreement.

13. Dispute Resolution

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

First, the parties shall attempt to resolve the dispute through direct negotiation.

If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in Maryland.

If the dispute is not resolved through mediation, the parties shall submit the dispute to binding arbitration in Maryland in accordance with the rules of the American Arbitration Association.

14. Records

The LLP shall maintain complete and accurate books and records at its principal place of business in Maryland.

Each partner shall have the right to access and inspect the books and records of the LLP at any reasonable time.

The LLP shall provide each partner with annual financial statements prepared in accordance with generally accepted accounting principles.

The LLP shall comply with all Maryland SDAT periodic reporting and fee obligations.

15. Tax Matters Partner/Partnership Representative

[Partner Name] is hereby designated as the tax matters partner/partnership representative (as defined under applicable IRS rules) of the LLP.

The tax matters partner/partnership representative shall be responsible for preparing and filing all federal and Maryland tax returns for the LLP.

The tax matters partner/partnership representative is authorized to make or reverse any tax elections on behalf of the LLP.

16. Dissolution

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

Unanimous consent of the partners.

The death, disability, bankruptcy, or withdrawal of a partner, unless the remaining partners elect to continue the LLP.

The sale of all or substantially all of the assets of the LLP.

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

To creditors of the LLP, including partner loans.

To partners in proportion to their capital account balances.

Dissolution shall be carried out in accordance with Maryland law, including the filing of all required notices with the SDAT.

17. Confidentiality

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

This confidentiality obligation shall survive the termination of this Agreement.

The definition of confidential information shall include all non-public information relating to the business operations, processes, clients, partners, and financial status of the company.

18. Non-Compete and Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] years following the termination of this Agreement, no partner shall engage in any business that is competitive with the business of the LLP within [Geographic Area].

Option B: Each partner agrees not to solicit customers or employees of the business during the term of this agreement and for a period of [Number] years thereafter.

These restrictions shall be interpreted and enforced to the full extent permitted by Maryland law.

19. Regulatory Compliance

The LLP shall obtain and maintain all necessary Maryland and local business licenses and permits.

The LLP shall comply with all applicable federal, state, and local laws and regulations.

If the LLP practices a profession, it shall comply with all applicable Maryland state licensing rules and professional standards.

20. Duty of Care and Loyalty

Each partner owes a duty of care and loyalty to the LLP and the other partners, as defined under Maryland law.

Option A: Any waiver of the duty of loyalty must be specifically authorized by a majority vote of the other partners.

Option B: All waivers of the duty of loyalty must be specifically authorized by a unanimous vote of the other partners.

Any breach of fiduciary duty may subject the breaching partner to damages, injunctive relief, or other remedies available under Maryland law.

21. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage]% or unanimous consent of the partners.

22. Governing Law and Jurisdiction

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

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the State of Maryland.

23. 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.

24. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Schedule A: Initial Partners and Capital Contributions

Partner Name	Legal Status	Initial Capital Contribution	Ownership Percentage	Contact Information
[Partner Name 1]	Limited Liability Partner	[Dollar Amount/Description]	[Percentage]%	[Address/Phone/Email]
[Partner Name 2]	Limited Liability Partner	[Dollar Amount/Description]	[Percentage]%	[Address/Phone/Email]
[Partner Name 3]	Limited Liability Partner	[Dollar Amount/Description]	[Percentage]%	[Address/Phone/Email]

Each partner must sign this contract

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[Partner Name]

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[Partner Name]

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[Partner Name]