Mississippi limited liability partnership agreement template

Mississippi Limited Liability Partnership Agreement

This Limited Liability Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the parties listed in Section 1.

1. Formation of Limited Liability Partnership

Option A: The parties hereby form a limited liability partnership (the "LLP") pursuant to the Mississippi Uniform Partnership Act (Mississippi Code Title 79, Chapter 13). This Agreement confirms the LLP's election to be treated as a registered limited liability partnership.

Option B: The parties intend to convert the existing general partnership known as [Partnership Name] into a limited liability partnership pursuant to the Mississippi Uniform Partnership Act (Mississippi Code Title 79, Chapter 13). This Agreement confirms the LLP's election to be treated as a registered limited liability partnership.

2. Partners

The Partners of the LLP are:

• [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).

3. Name and Principal Place of Business

The name of the LLP shall be [LLP Name]. The name must comply with Mississippi naming rules.

The principal place of business of the LLP in Mississippi is [Address].

4. Business Purpose and Scope

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

The LLP shall have the power to do all things necessary or convenient to carry out its business and affairs, as permitted by Mississippi law.

5. Term

Option A: The term of the LLP shall be perpetual, unless sooner terminated as provided in this Agreement.

Option B: The term of the LLP shall commence on the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided in this Agreement.

6. Capital Contributions

Initial Capital Contributions:

• [Partner 1 Name] shall contribute [Dollar Amount] in cash or [Description of Property/Services] valued at [Dollar Amount].
• [Partner 2 Name] shall contribute [Dollar Amount] in cash or [Description of Property/Services] valued at [Dollar Amount].
• [Partner 3 Name] shall contribute [Dollar Amount] in cash or [Description of Property/Services] valued at [Dollar Amount] (if applicable).

Additional Capital Contributions:

Option A: No Partner shall be required to make additional capital contributions to the LLP.

Option B: Additional capital contributions may be required upon the approval of [Percentage]% of the Partners. The amount and timing of such contributions shall be determined by the Partners.

7. Allocation of Profits, Losses, and Distributions

Profits and losses of the LLP shall be allocated among the Partners in proportion to their ownership percentages, which are:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]% (if applicable)

Distributions of cash or other property shall be made to the Partners at such times and in such amounts as determined by the Partners, subject to the availability of funds and the needs of the LLP.

All allocations and distributions shall comply with Mississippi state and U.S. federal tax rules for partnerships.

8. Management and Decision-Making

Option A: Each Partner shall have equal authority in the management and control of the LLP.

Option B: [Partner Name] shall serve as the Managing Partner and shall have primary responsibility for the day-to-day management of the LLP.

Voting Rights:

Option A: Each Partner shall have one vote.

Option B: Each Partner's vote shall be proportional to their ownership percentage.

Major Decisions: The following actions shall require the approval of [Percentage]% of the Partners: amending this Agreement, admitting or expelling a Partner, incurring debt over [Dollar Amount], and merging or dissolving the LLP.

9. Limitations on Partner Authority

No Partner shall have the authority to bind the LLP with respect to the sale, lease, or mortgage of real property, or the borrowing of funds exceeding [Dollar Amount], without the prior written consent of [Percentage]% of the Partners. No Partner shall guarantee debt on behalf of the LLP without the prior written consent of [Percentage]% of the Partners.

10. Meetings of Partners

Regular meetings of the Partners shall be held at least [Frequency, e.g., Quarterly]. Special meetings may be called by any Partner upon [Number] days' written notice to the other Partners.

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

11. Admission of New Partners

New Partners may be admitted to the LLP upon the approval of [Percentage]% of the existing Partners. The terms and conditions of admission shall be determined by the Partners.

12. Transfer of Partnership Interests

Option A: No Partner may transfer, encumber, or assign their partnership interest without the prior written consent of [Percentage]% of the other Partners.

Option B: Any Partner desiring to transfer their partnership interest shall first offer it to the other Partners at a price and on terms to be determined by [Valuation Method].

All transfers must comply with applicable Mississippi transfer restrictions.

13. Partner Withdrawal, Resignation, Retirement, or Expulsion

A Partner may withdraw, resign, or retire from the LLP upon [Number] days' written notice to the other Partners.

A Partner may be expelled from the LLP for [Grounds for Expulsion, e.g., misconduct, breach of this Agreement] upon the approval of [Percentage]% of the other Partners.

Upon withdrawal, resignation, retirement, or expulsion, the withdrawing Partner shall be entitled to receive [Buyout Formula, e.g., the fair market value of their partnership interest].

14. Indemnification

The LLP shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to the Partner's activities on behalf of the LLP, provided that the Partner acted in good faith and within the scope of their authority. This indemnity is subject to any limitations imposed by Mississippi law.

15. Limited Liability

Pursuant to Mississippi law, the Partners of the LLP shall not be personally liable for the debts, obligations, or liabilities of the LLP arising from the actions of other partners, except to the extent required by Mississippi law. This limited liability does not extend to a Partner’s own torts, guarantees, or improper distributions.

16. Accounting and Taxation

The LLP shall maintain its books and records on the [Accrual/Cash] basis of accounting.

The fiscal year of the LLP shall end on [Date].

[Partner Name] is hereby designated as the Tax Matters Partner of the LLP.

The LLP shall comply with all applicable Mississippi tax registration and withholding obligations.

17. Books and Records

The LLP shall maintain complete and accurate books and records at its principal place of business. Each Partner shall have the right to inspect and copy such books and records during reasonable business hours.

18. Confidentiality and Non-Competition

Each Partner shall maintain the confidentiality of the LLP's confidential information, including trade secrets, customer lists, and financial information.

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

Option B: No Partner shall solicit employees or customers of the LLP for a period of [Number] years after termination of their partnership.

19. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, and, if necessary, binding arbitration in [City, Mississippi]. Any litigation shall be subject to the exclusive jurisdiction of the courts of Mississippi.

20. Dissolution and Winding Up

The LLP shall dissolve upon the occurrence of any of the following events: [Events Triggering Dissolution, e.g., agreement of the Partners, death of a Partner, bankruptcy].

Upon dissolution, the assets of the LLP shall be liquidated and distributed in accordance with Mississippi law.

21. Industry-Specific Requirements

If the LLP is engaged in a regulated profession, it shall comply with all applicable licensing and regulatory requirements established by Mississippi authorities.

22. Amendments

This Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners. Any amendment must be filed with the Mississippi Secretary of State.

23. Governing Law

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

24. Electronic Communications

The Partners agree that electronic communications, including email, shall be deemed valid and binding for all purposes under this Agreement, subject to Mississippi law.

25. Prior Actions

This Agreement does not release any Partner from liability for their actions or omissions prior to the effective date of this agreement.

Signed as of the date first written above.

____________________________

[Partner 1 Name]

____________________________

[Partner 2 Name]

____________________________

[Partner 3 Name] (if applicable)