Missouri limited liability partnership agreement template

MISSOURI LIMITED LIABILITY PARTNERSHIP AGREEMENT

This MISSOURI LIMITED LIABILITY PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of this [Date], by and among the parties listed below as Partners (the "Partners").

1. Formation and Name

This Agreement forms a Missouri Limited Liability Partnership (LLP) under the provisions of Chapter 358 of the Missouri Revised Statutes, as amended from time to time (the "Act").

The name of the LLP shall be [LLP Name].

Option A: The LLP shall be formed upon the filing of the Registration Statement with the Missouri Secretary of State.

Option B: The LLP shall be deemed formed as of the Effective Date of this Agreement, contingent upon the filing of the Registration Statement with the Missouri Secretary of State.

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] (Add more as needed)

Each Partner is a Partner in this LLP and not in any general partnership, limited partnership, or other form of business entity.

3. Registered Office and Registered Agent

The registered office of the LLP in Missouri is located at: [Registered Office Address].

The registered agent of the LLP in Missouri is: [Registered Agent Name], residing at [Registered Agent Address].

4. Business Purpose and Term

The business purpose of the LLP is to engage in the following activities: [Description of Business Activities], and any other lawful activities permitted under the Act.

Option A: The principal place of business of the LLP is located at [Principal Place of Business Address], within the State of Missouri.

Option B: The principal place of business can be located at multiple locations within the State of Missouri. Such locations will be determined by the Managing Partner.

Option A: The term of the LLP shall commence on the Effective Date and continue perpetually unless sooner terminated as provided herein.

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

5. Capital Contributions

The initial capital contributions of each Partner are as follows:

[Partner 1 Name]: [Dollar Amount] (cash) / [Description of Property] (in-kind) with an agreed-upon value of [Dollar Amount].

[Partner 2 Name]: [Dollar Amount] (cash) / [Description of Property] (in-kind) with an agreed-upon value of [Dollar Amount].

[Partner 3 Name]: [Dollar Amount] (cash) / [Description of Property] (in-kind) with an agreed-upon value of [Dollar Amount].

Option A: Additional capital contributions shall be mandatory upon the unanimous agreement of all Partners.

Option B: Additional capital contributions shall be at the discretion of each Partner and not mandatory.

If additional capital is required, the Partners shall contribute in proportion to their ownership percentages, unless otherwise agreed.

6. Ownership and Partnership Interests

The ownership percentages of the Partners are as follows:

[Partner 1 Name]: [Percentage]%

[Partner 2 Name]: [Percentage]%

[Partner 3 Name]: [Percentage]%

These percentages represent each Partner's share of profits, losses, and distributions, subject to the provisions of this Agreement.

7. Profit and Loss Allocation and Distributions

Profits and losses shall be allocated to the Partners in proportion to their ownership percentages.

Option A: Distributions shall be made to the Partners at least [Frequency, e.g., quarterly] in proportion to their ownership percentages.

Option B: Distributions shall be made at the discretion of the Managing Partner (or, if no Managing Partner, by unanimous consent of the Partners), taking into account the financial needs of the LLP.

The LLP may establish a reserve account for working capital, debt service, or other purposes as determined by the Managing Partner (or, if no Managing Partner, by unanimous consent of the Partners).

8. Tax Matters

The Tax Matters Partner (TMP) of the LLP shall be [Tax Matters Partner Name]. The TMP is authorized to represent the LLP in all tax matters.

Option A: The LLP shall elect to be taxed as a partnership for federal and Missouri income tax purposes.

Option B: The LLP shall make such elections as are determined to be in the best interest of the partners.

Schedule K-1s shall be prepared and delivered to each Partner on or before [Date] of each year.

9. Management

All Partners shall participate in the management of the LLP.

Option A: The LLP shall be managed by a Managing Partner, [Managing Partner Name], who shall have the authority to make day-to-day decisions on behalf of the LLP.

Option B: Decisions requiring the approval of the partners will be voted on. Each partner will have one vote.

Decisions requiring Partner approval shall require a [Percentage]% vote of the Partners, except for the following actions, which shall require unanimous consent: [List of Actions Requiring Unanimous Consent].

10. Partner Meetings

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

Option A: Notice of Partner meetings shall be given at least [Number] days in advance.

Option B: Partners can waive notice of any meeting.

A quorum for Partner meetings shall consist of [Percentage]% of the Partners.

11. Admission of New Partners

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

Option A: Any new partner will require a unanimous vote by current partners.

Option B: Any new partner will require a supermajority vote by current partners.

The admission of a new Partner shall require an amendment to this Agreement and the filing of a Statement of Authority with the Missouri Secretary of State, if required by law.

12. Withdrawal, Retirement, Expulsion, or Buyout of Partners

A Partner may withdraw from the LLP upon [Number] months' written notice to the other Partners.

Option A: The buyout price for a withdrawing Partner's interest shall be determined by an independent appraisal.

Option B: The buyout price will be calculated using [valuation method].

The LLP may expel a Partner for cause upon a [Percentage]% vote of the other Partners. Cause shall include [Definition of Cause].

13. Liability Shield

Pursuant to Missouri Revised Statutes § 358.150, no Partner of the LLP shall be personally liable, directly or indirectly, for any debts, obligations, or liabilities of the LLP, whether arising in contract, tort, or otherwise, solely by reason of being a Partner.

Option A: The LLP shall maintain insurance coverage sufficient to protect the assets of the LLP and the Partners from potential liabilities.

Option B: Each partner is required to obtain his own professional liability insurance.

The LLP shall indemnify and hold harmless each Partner from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the business of the LLP.

14. Missouri State Filings

The LLP shall comply with all requirements for maintaining its status as an LLP under the Act, including the timely filing of annual registrations and any other required documents with the Missouri Secretary of State.

Option A: The partners will designate a single person to handle all filings with the Missouri Secretary of State.

Option B: Responsibility for filings will rotate amongst the partners on an annual basis.

In the event that the LLP's status lapses, the Partners shall take all necessary steps to reinstate such status as soon as reasonably practicable.

15. Recordkeeping and Inspection

The LLP shall maintain complete and accurate books and records of account, including all documents necessary to demonstrate compliance with the Act.

All Partners shall have the right to inspect the books and records of the LLP at any reasonable time.

Any documents created or maintained by the LLP will be the property of the LLP.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State], before resorting to arbitration.

Option A: Any dispute that cannot be resolved through mediation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the location of arbitration in [City, State].

Option B: Any dispute that cannot be resolved through mediation shall be resolved in the Circuit Court of [County] County, Missouri.

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

17. Dissolution

The LLP shall dissolve upon the occurrence of any of the following events: [List of Events Triggering Dissolution].

Upon dissolution, the assets of the LLP shall be distributed in the following order of priority: (i) to creditors of the LLP; (ii) to the Partners in proportion to their capital contributions; and (iii) to the Partners in proportion to their ownership percentages.

The Partners shall file a Statement of Dissolution with the Missouri Secretary of State upon the dissolution of the LLP.

18. Industry-Specific Regulations

The LLP shall comply with all applicable Missouri statutes and regulations specific to the [Industry] industry, including, but not limited to, [List of Statutes and Regulations].

19. Amendments

This Agreement may be amended only by a written instrument signed by all of the Partners and filed with the Missouri Secretary of State, if required by law.

20. Partner Representations and Warranties

Each Partner represents and warrants that he/she has the legal capacity to enter into this Agreement and that he/she is in compliance with all requirements for being a Partner in a Missouri LLP.

21. Insurance Obligations

Option A: The LLP shall maintain professional liability insurance in the amount of [Dollar Amount].

Option B: The partners are required to obtain their own professional liability insurance with a minimum limit of [Dollar Amount].

22. Confidentiality

Each Partner agrees to hold confidential all confidential information relating to the business of the LLP.

Option A: The restrictions in the confidentiality clause will survive the termination of this Agreement.

Option B: All confidential information will be destroyed upon the termination of this Agreement.

23. Continuation

The LLP shall continue in the event of the death, disability, bankruptcy, or withdrawal of a Partner, subject to the provisions of the Act.

24. Governing Law

This Agreement and all rights and obligations hereunder shall be interpreted strictly in accordance with the laws of the State of Missouri, including the Act and all applicable administrative rules and Missouri common law.

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 more signature blocks as needed)