Massachusetts limited liability partnership agreement template

Massachusetts Limited Liability Partnership Agreement

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

1. Parties:

The Partners to this Agreement are:

• [Partner 1 Name], residing at [Partner 1 Address], [Partner 1 Contact Information].
• [Partner 2 Name], residing at [Partner 2 Address], [Partner 2 Contact Information].
• [Partner 3 Name], residing at [Partner 3 Address], [Partner 3 Contact Information].
• (Continue as needed)

2. Formation and Registration:

• A Statement of Registration as a Limited Liability Partnership was initially filed with the Massachusetts Secretary of the Commonwealth pursuant to Massachusetts General Laws Chapter 108A, Section 45, on [Date of Initial Filing].
• This Agreement confirms the active registration of the Partnership and its intent to maintain such registration throughout its existence.

3. Capital Contributions:

The initial capital contributions of the Partners are as follows:

• [Partner 1 Name]: [Dollar Amount] (Cash), [Description of Property/Services] (Property/Services), contributed by [Date] representing [Percentage]% ownership.
• [Partner 2 Name]: [Dollar Amount] (Cash), [Description of Property/Services] (Property/Services), contributed by [Date] representing [Percentage]% ownership.
• [Partner 3 Name]: [Dollar Amount] (Cash), [Description of Property/Services] (Property/Services), contributed by [Date] representing [Percentage]% ownership.
• (Continue as needed)

Additional Capital Contributions:

• Option A: No further capital contributions shall be required from any Partner.
• Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the Partners. The amount and timing of such contributions shall be determined by the Partners at that time.
• Option C: If the partnership incurs unexpected debts, each partner is responsible for covering a share of the debt, based on the partnership agreement's allocation ratios for losses.

4. Business Purpose:

• The purpose of the Partnership is to engage in the following business: [Description of Business].
• This includes, but is not limited to, the following activities: [Detailed List of Activities].
• The Partnership shall obtain and maintain all required local, state, and federal licenses and registrations necessary to conduct its business in Massachusetts, including [List of Required Licenses/Registrations].

5. Principal Place of Business and Term:

• The principal place of business of the Partnership shall be located at: [Address in Massachusetts].
• Additional operational locations may be established at: [List of Additional Locations, if any].
• The term of the Partnership shall be:
  • Option A: Perpetual.
  • Option B: A fixed term of [Number] years, commencing on [Date] and ending on [Date].

6. Rights and Duties of Partners:

• Unless otherwise agreed, all Partners shall have equal rights in the management and conduct of the Partnership's business, as provided by Massachusetts law.
• Managing Partners:
  • Option A: There are no designated Managing Partners. All Partners participate equally in management.
  • Option B: The following Partners shall be designated as Managing Partners: [List of Managing Partner Names]. Managing Partners shall have the authority to [Describe Authority, e.g., make day-to-day operational decisions, sign contracts on behalf of the Partnership].
• Duties of Partners: Each Partner shall devote such time and attention to the business of the Partnership as may be reasonably necessary. Specific duties include: [List of Specific Duties for Each Partner].
• Scope of Authority: No Partner shall have the authority to bind the Partnership to any obligation exceeding [Dollar Amount] without the prior written consent of [Percentage]% of the Partners.

7. Management and Decision-Making:

• Management Structure:
  • Option A: Management shall be vested in all Partners equally.
  • Option B: A Management Committee shall be established, consisting of the following Partners: [List of Partners on Management Committee].
• Voting Rights: Each Partner shall have one vote.
• Quorum: A quorum for any meeting of the Partners shall consist of [Percentage]% of the Partners.
• Supermajority Requirements: The following actions shall require the approval of [Percentage]% of the Partners:
  • Admitting new partners.
  • Incurring debts exceeding [Dollar Amount].
  • Dissolving the Partnership.
  • Amending this Agreement.

8. Profit and Loss Allocation:

• Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective ownership percentages as set forth in Section 3.
• Cash Distributions: Cash shall be distributed to the Partners [Frequency, e.g., quarterly, annually].
• Priority of Distributions:
  • Option A: Distributions shall be made pro rata according to ownership percentages.
  • Option B: [Describe any priority of distributions, e.g., return of capital contributions first].

9. Tax Compliance:

• The Partnership shall be responsible for filing all required federal and Massachusetts tax returns.
• The Partnership Representative for IRS purposes shall be [Partner Name].
• Each Partner shall receive a MA Schedule 3K-1 annually.
• The Partnership will [File composite returns or withhold taxes] as required by Massachusetts law.

10. Limited Liability Shield:

No Partner shall be liable, directly or indirectly, for the debts, obligations, or liabilities of the Partnership or any other Partner, except for their own wrongful acts or omissions, as provided by Massachusetts General Laws Chapter 108A, Section 15(2).

11. Indemnification and Insurance:

• The Partnership shall indemnify and hold harmless each Partner and officer to the fullest extent permitted by Massachusetts law.
• The Partnership shall maintain [Type of Insurance, e.g., general liability, errors and omissions] insurance with coverage limits of not less than [Dollar Amount].
• If applicable, the partnership must procure professional liability insurance. The insurance coverage will be at least [Dollar Amount].

12. Admission of New Partners:

• New Partners may be admitted only upon the unanimous written consent of all existing Partners.
• Any new Partner shall be required to contribute capital as determined by the existing Partners and shall execute a joinder agreement to this Agreement.
• Partnership documents must be amended and filed with the Secretary of the Commonwealth.

13. Withdrawal, Resignation, or Expulsion of Partners:

• A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• A Partner may be expelled from the Partnership only for cause, upon a vote of [Percentage]% of the Partners.
• Upon withdrawal or expulsion, the withdrawing Partner shall be entitled to receive [Description of Buyout Valuation, e.g., fair market value of their interest], payable [Payment Terms].

14. Transfer or Assignment of Partnership Interests:

• No Partner may transfer or assign their interest in the Partnership without the prior written consent of [Percentage]% of the Partners.
• The Partnership shall have a right of first refusal to purchase the interest of any Partner seeking to transfer or assign it.
• Any attempted transfer or assignment in violation of this section shall be void.

15. Partnership Records:

• The Partnership shall maintain complete and accurate records of its business at its principal place of business in Massachusetts.
• All Partners shall have access to such records during normal business hours.
• All records must be retained for a period of no less than [number] years.

16. Dispute Resolution:

• Any dispute arising out of or relating to this Agreement shall be resolved through [Method of Dispute Resolution, e.g., mediation, arbitration] in [City, Massachusetts].
• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
• The venue for any legal action relating to this Agreement shall be the courts of the Commonwealth of Massachusetts.

17. Confidentiality, Non-Compete, and Non-Solicitation:

• Each Partner agrees to hold confidential all information relating to the Partnership's business.
• During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall engage in any business that competes with the business of the Partnership within [Geographic Area].
• During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall solicit the employees or customers of the Partnership.

18. Insurance Requirements:

The Partnership shall maintain general liability insurance, workers' compensation insurance, and any other insurance required by Massachusetts law.

19. Dissolution and Winding Up:

• The Partnership may be dissolved upon:
  • Unanimous agreement of the Partners.
  • Judicial decree.
  • The completion of its business purpose.
  • Other reasons defined by Massachusetts Law.
• Upon dissolution, the Partners shall wind up the affairs of the Partnership in accordance with Massachusetts law.
• Assets will be distributed in the following order:
  • Debts to Creditors
  • Partner Loans
  • Return of Capital Contributions
  • Distribution of Profits

20. Compliance with Laws:

The Partnership shall comply with all applicable Massachusetts and municipal regulations, including employment law, environmental law, and licensing obligations.

21. Amendment:

• This Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners.
• Any amendment must be filed with the Secretary of the Commonwealth, if required.

22. Death, Disability, Bankruptcy, or Criminal Conviction of a Partner:

• In the event of the death, disability, bankruptcy, or criminal conviction of a Partner, the remaining Partners shall have the option to purchase the interest of the affected Partner in accordance with Massachusetts law.
• [Specific procedures for valuation and payment].

23. Choice of Law, Jurisdiction, and Venue:

• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
• Any legal action relating to this Agreement shall be brought exclusively in the courts of the Commonwealth of Massachusetts.

24. Continuing Compliance:

The Partnership and its Partners shall comply with all changes to Massachusetts partnership law and industry-specific regulations throughout the Partnership's existence.

25. Special Provisions:

[Insert any special provisions specific to the Partnership’s industry or situation, e.g., regulated industries, minority/female-owned business certifications].

26. Governing Law:

All obligations under this Agreement are subject to and interpreted in accordance with the Massachusetts Uniform Partnership Act or its successor statutes.

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]

(Continue as needed)