Minnesota limited liability partnership agreement template

Minnesota Limited Liability Partnership Agreement

This Minnesota Limited Liability Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the parties listed below (the "Partners").

1. Formation and Name

• This Agreement forms a limited liability partnership (the "LLP") under the laws of the State of Minnesota, specifically the Minnesota Uniform Partnership Act (Minnesota Statutes Chapter 323A).
• The name of the LLP shall be [LLP Name].
• The Partners hereby affirm their intent to register the LLP with the Minnesota Secretary of State and to comply with all applicable Minnesota annual renewal and state filing obligations.

2. Partners

• The Partners of the LLP are:
• [Partner 1 Name], residing at [Partner 1 Address], Status with MN Secretary of State: [Registered/Not Registered]
• [Partner 2 Name], residing at [Partner 2 Address], Status with MN Secretary of State: [Registered/Not Registered]
• [Partner 3 Name], residing at [Partner 3 Address], Status with MN Secretary of State: [Registered/Not Registered] (Add additional partners as needed)
• Each Partner’s role within the LLP is as follows:
• [Partner 1 Name]: [Partner 1 Role]
• [Partner 2 Name]: [Partner 2 Role]
• [Partner 3 Name]: [Partner 3 Role]

3. Business Purpose and Term

• The primary business purpose of the LLP is: [Description of Business Purpose].
• The types of activities permitted are: [List of Permitted Activities].
• The principal office location of the LLP in Minnesota is: [Address of Principal Office].
• The term or duration of the LLP shall be:
• • Option A: Perpetual, unless sooner terminated as provided in this Agreement.
  • Option B: A fixed term of [Number] years, commencing on [Start Date] and ending on [End Date].

4. Capital Contributions

• Initial Capital Contributions:
• • [Partner 1 Name]: [Dollar Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services).
  • [Partner 2 Name]: [Dollar Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services).
  • [Partner 3 Name]: [Dollar Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services).
• Valuation of non-cash contributions shall be determined by: [Valuation Method].
• Schedule for contributions: [Schedule of Contributions].
• Calls for additional capital:
• • Option A: The Partners may, from time to time, by a [Percentage]% vote, call for additional capital contributions.
  • Option B: No additional capital contributions shall be required.
• Failure to meet capital calls: [Consequences of Default].
• Adjustments or return of capital: [Procedures for Adjustments/Returns].

5. Management and Decision-Making

• Management Structure:
• • Option A: The management of the LLP shall be vested in all Partners, with each Partner having equal rights in the management and conduct of the LLP's business.
  • Option B: The LLP shall be managed by a Managing Partner: [Managing Partner Name]. The Managing Partner shall have the authority to: [List of Authority].
  • Option C: The LLP shall be managed by an Executive Committee consisting of [Number] Partners: [Names of Committee Members].
• Limitations on Individual Partner Authority: [List of Limitations].

6. Voting Rights and Procedures

• Voting Rights:
• • Option A: Each Partner shall have one vote.
  • Option B: Voting rights shall be proportional to each Partner's capital contribution.
• Procedures for Meetings and Consents:
• • Regular Meetings: [Frequency of Meetings], [Notice Requirements].
  • Special Meetings: [Procedure for Calling Special Meetings].
  • Remote/Written Consents: [Permitted/Not Permitted], [Requirements].
• Quorum: [Percentage or Number of Partners].
• Approval Requirements for Fundamental Matters:
• • Amendment of Agreement: [Supermajority/Unanimous].
  • Dissolution: [Supermajority/Unanimous].
  • Admission/Expulsion of Partners: [Supermajority/Unanimous].

7. Tax Treatment

• The LLP elects to be treated as a [Partnership/Corporation] for federal and state tax purposes.
• The Tax Matters Partner (Partnership Representative under IRS rules) is: [Tax Matters Partner Name].
• The LLP shall prepare and deliver Schedule K-1s to each Partner annually.
• The LLP shall file all required federal and state tax returns.

8. Allocation of Profits, Losses, and Distributions

• Allocation Percentages:
• • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Timing of Distributions: [Frequency of Distributions].
• Prioritization of Distributions: [List of Priorities].
• Special Allocations: [Description of Special Allocations].

9. Admission of New Partners

• New partners may be admitted with the approval of: [Percentage]% of the existing Partners.
• Evaluation Criteria: [List of Criteria].
• Minnesota Registration Consent: All new partners must consent to registration with the Minnesota Secretary of State.
• Documentation Requirements: [List of Required Documents].

10. Transfer of Partnership Interests

• Transfer, Assignment, or Pledge Restrictions:
• • Option A: No Partner may transfer, assign, or pledge their partnership interest without the consent of all other Partners.
  • Option B: A Partner may transfer, assign, or pledge their partnership interest with the consent of [Percentage]% of the other Partners.
• Right of First Refusal (Mandatory Offer-Back): [Detailed Procedure].
• Re-registration with Secretary of State: Any transfer requires re-registration with the Minnesota Secretary of State.

11. Partner Withdrawal, Retirement, or Expulsion

• Trigger Events: [List of Trigger Events].
• Notice Periods: [Number] days/months written notice.
• Non-Compete Restrictions: [Scope and Duration, compliant with Minnesota law].
• Valuation/Buyout of Departing Partner's Interest: [Valuation Method, Payment Terms].

12. Limitation of Liability

• Partners shall have the limitation of liability protection as provided under Minnesota Statutes Chapter 323A.
• Exceptions to Liability Shield: [List of Exceptions, e.g., partner misconduct, breach of fiduciary duty].
• Notification to Creditors: [Procedure for Notifying Creditors].

13. Indemnification

• The LLP shall indemnify and advance expenses to its partners and authorized agents to the fullest extent permitted by Minnesota law.
• Procedures for Making and Funding Indemnification Claims: [Detailed Procedure].

14. Insurance

• The LLP shall maintain [Type of Insurance] insurance with minimum coverage levels of [Dollar Amount].
• Carrier Standards: [Requirements for Insurance Carrier].

15. Dispute Resolution

• Any disputes arising under this Agreement shall be resolved through:
• • Option A: Internal Mediation.
  • Option B: Binding Arbitration in [City, Minnesota].
  • Option C: Litigation in the courts of [County, Minnesota].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.
• Venue: The venue for any legal action shall be in [County, Minnesota].

16. Dissolution and Winding Up

• Voluntary Dissolution: [Percentage]% consent of the Partners is required.
• Involuntary Dissolution: [List of Grounds].
• Asset Liquidation and Distribution Order: [Order of Priority as governed by Minnesota statutes].
• Final Accounting and Discharge of Debts: [Procedure for Final Accounting].

17. Compliance

• The LLP shall comply with all applicable industry-specific Minnesota regulations and licensure requirements.
• The LLP shall maintain current filings and good standing with the Minnesota Secretary of State.

18. Confidentiality

• Each Partner shall maintain the confidentiality of the LLP’s confidential information.
• Non-Solicitation: [Scope and Duration, compliant with Minnesota law].
• Trade Secret Protection: [Detailed Provisions].

19. Amendment

• This Agreement may be amended with the approval of [Percentage]% of the Partners.
• Effective Date of Amendment: [Specify Effective Date].

20. Notices

• All notices required under this Agreement shall be in writing and delivered to the addresses listed in Section 2.
• Service of Process: [Specify Agent for Service of Process and Address] as per Minnesota law.

21. Books and Records

• The LLP shall maintain accurate books and records at its principal office.
• Inspection Rights: Each Partner shall have the right to inspect the books and records.
• Accounting Method: [Accrual/Cash].
• Retention Time Frames: [Number] years as per Minnesota statutes.

22. Employment and Tax Withholding

• The LLP shall comply with all Minnesota employment, tax withholding, and workers’ compensation requirements for any employees.

23. Representations and Warranties

• Each Partner represents and warrants that they have the authority to enter into this Agreement and that there are no legal impediments to their participation in the LLP.

24. Environmental, Data Privacy, or Industry-Specific Requirements

• [Insert relevant clauses specific to the business and industry, compliant with Minnesota regulations].

25. Force Majeure

• [Detailed Force Majeure Clause].

26. Entire Agreement

• This Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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] ____________________________ (Add signature lines for additional partners as needed)