Michigan limited liability partnership agreement template

Michigan Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (the “Agreement”) is made and effective as of [Date], by and among the parties listed below, intending to form a Limited Liability Partnership under the Michigan Uniform Partnership Act, PA 72 of 1993, as amended (the “Act”).

• [Partner 1 Name], residing at [Partner 1 Address]
• [Partner 2 Name], residing at [Partner 2 Address]
• [Partner 3 Name], residing at [Partner 3 Address] (if applicable)

These parties are hereinafter referred to individually as “Partner” and collectively as “Partners.”

1. Formation and Name

• Option A: The Partners hereby form a Limited Liability Partnership under the laws of the State of Michigan. The name of the Partnership shall be [Partnership Name]. The Partnership shall file the necessary registration with the Michigan Department of Licensing and Regulatory Affairs (LARA).
• Option B: The Partnership shall operate under the assumed name of [Assumed Name]. The Partners will register this name with the appropriate Michigan county clerk’s office as required by Michigan law.

2. Purpose

• Option A: The purpose of the Partnership is to engage in the business of [Description of Business], and any other lawful business activities related or incidental thereto, within the State of Michigan.
• Option B: The Partnership's activities will be limited to [Specific Limitations].

3. Principal Office

• Option A: The principal office of the Partnership shall be located at [Address of Principal Office] in Michigan.
• Option B: The Partnership may establish additional offices at such places within Michigan as the Partners may determine.

4. Term

• Option A: The term of the Partnership shall commence on the effective date of this Agreement and shall continue until terminated as provided herein.
• Option B: The Partnership shall exist for a term of [Number] years, commencing on the effective date of this Agreement, unless sooner terminated as provided herein.

5. Partners and Liability

All Partners shall be designated as general partners with limited liability as afforded by Michigan’s Limited Liability Partnership statutes. No Partner shall be liable for the debts, obligations, or liabilities of the Partnership arising from the negligence, wrongful acts, or misconduct of another Partner, except for their own acts or omissions.

The initial Partners and their contact information are as listed above.

6. Capital Contributions

• Option A: Each Partner shall contribute the following capital to the Partnership:
• [Partner 1 Name]: [Amount]
• [Partner 2 Name]: [Amount]
• [Partner 3 Name]: [Amount] (if applicable)
• Option B: The capital contributions may consist of cash, property, or services agreed upon by the Partners. The value of any property or services contributed shall be determined by mutual agreement of the Partners and recorded in the Partnership books. Any future capital contributions will be agreed upon in writing and attached to this agreement as an addendum.
• Option C: Additional capital contributions may be required. Each Partner will contribute to the additional capital in proportion to their profit/loss sharing ratio, within [Number] days of receiving notice.

7. Profit and Loss Allocation and Distributions

• Option A: Profits and losses of the Partnership shall be allocated among the Partners in proportion to their capital contributions.
• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]% (if applicable)
• Option B: Profits and losses shall be allocated equally among the Partners.

Distributions of available cash shall be made to the Partners at such times and in such amounts as the Managing Partner(s) determine, subject to the Michigan Uniform Partnership Act and the requirements for maintaining the Partnership’s solvency. The distributions will be made in proportion to the partners' profit sharing ratios and will comply with all applicable Michigan flow-through entity tax requirements.

8. Management

• Option A: The management of the Partnership shall be vested in all Partners. Each Partner shall have the right to participate in the management and control of the Partnership’s business.
• Option B: [Partner Name] shall be the Managing Partner and shall have the authority to make day-to-day management decisions. The Managing Partner shall keep the other Partners reasonably informed. Major business decisions, as defined below, require a majority vote of the Partners.

Major business decisions requiring partner approval include, but are not limited to: [List of Major Decisions].

9. Meetings and Voting

Regular meetings of the Partners shall be held [Frequency, e.g., monthly, quarterly]. Special meetings may be called by any Partner with [Number] days’ notice.

Each Partner shall have one vote.

A quorum for any meeting shall consist of [Percentage or Number] of the Partners.

Actions may be taken by unanimous written consent of the Partners in lieu of a meeting. Electronic meetings and voting are permitted so long as all partners can actively participate.

10. Authority of Partners

Each Partner shall have the authority to act as an agent of the Partnership for the purpose of its business. No Partner shall have the authority to bind the Partnership to any obligation exceeding [Dollar Amount] without the prior consent of a majority of the Partners.

Partners shall only be liable for their own actions, and are generally shielded from liability from the actions of other partners under Michigan law. However, this limited liability does not apply to a partner's own negligence or wrongful acts.

11. Indemnification

The Partnership shall indemnify each Partner from any loss, damage, or liability incurred by reason of being a Partner, except for losses, damages, or liabilities arising from the Partner’s own gross negligence, intentional misconduct, or breach of this Agreement.

12. Insurance

The Partnership shall maintain such insurance as is reasonably necessary to protect the Partnership’s assets and business, including but not limited to general liability insurance and, if applicable, professional liability insurance coverage meeting Michigan licensing requirements. Specific coverage requirements include: [List specific coverage types and amounts].

13. Admission of New Partners

New Partners may be admitted to the Partnership with the unanimous consent of the existing Partners. Any new Partner shall be required to make a capital contribution as determined by the existing Partners and execute an amendment to this Agreement. Eligibility criteria for new partners must comply with Michigan law.

14. Withdrawal, Expulsion, or Retirement of Partners

• Option A: Any Partner may withdraw from the Partnership upon [Number] days’ written notice to the other Partners.
• Option B: A Partner may be expelled from the Partnership for cause, including but not limited to: [List of Causes], by a vote of [Percentage]% of the other Partners.

Upon withdrawal, expulsion, or retirement, the withdrawing Partner shall be entitled to receive the value of their capital account as determined by [Valuation Method] within [Number] days. A non-compete agreement shall be in place for a period of [Number] years within a radius of [Number] miles from the principal office of the partnership, as defined under Michigan law.

15. Transfer of Partnership Interests

No Partner may transfer, assign, or sell their Partnership interest without the prior written consent of the other Partners. The other Partners shall have a right of first refusal to purchase the transferring Partner’s interest.

16. Dissolution

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

• Agreement of all Partners.
• Bankruptcy or insolvency of the Partnership.
• Death, incapacity, or withdrawal of a Partner, unless the remaining Partners agree to continue the Partnership.

Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: (1) to creditors of the Partnership, including Partner loans; (2) to Partners in proportion to their capital accounts; (3) to Partners in proportion to their profit sharing ratios. This distribution follows Michigan partnership dissolution statutes.

17. Amendments

This Agreement may be amended only by a written instrument signed by all of the Partners. Specific amendments will be filed appropriately with the State of Michigan.

18. Governing Law and Dispute Resolution

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

Any dispute arising out of or relating to this Agreement shall be resolved by [Mediation/Arbitration] in [City, Michigan].

19. Filings and Annual Renewal

The Partnership shall comply with all filing and annual renewal requirements for Michigan LLPs with the Michigan Department of Licensing and Regulatory Affairs (LARA), including annual reports and fee obligations to maintain limited liability under Michigan law. The managing partner is responsible for completing these filings.

20. Confidentiality

Each Partner agrees to maintain the confidentiality of the Partnership’s business information and trade secrets.

21. Tax Matters Partner

[Partner Name] is hereby designated as the Tax Matters Partner for the Partnership.

This Agreement is intended to take full advantage of Michigan’s limited liability partnership structure and legal protections. Any ambiguous or unenforceable terms will be interpreted in a manner consistent with Michigan statute and public policy.

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] (if applicable)