Montana limited liability partnership agreement template

Montana Limited Liability Partnership Agreement

This Montana 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 2 Name], residing at [Partner 2 Address]
• [Partner 3 Name], residing at [Partner 3 Address] (Add more as needed)
• Each Partner is a general partner in this Limited Liability Partnership ("LLP"). The Partners intend to conduct business as a Montana Limited Liability Partnership under the Montana Uniform Partnership Act, Title 35, Chapter 10 of the Montana Code Annotated (MCA).

2. Business Purpose and Principal Place of Business

• The purpose of the LLP is to engage in the following business: [Description of Business Purpose]
• Option A: The principal place of business of the LLP in Montana is located at: [Address in Montana]
• Option B: The principal place of business of the LLP in Montana is located at: [Address in Montana]. The LLP may conduct business in other locations within and outside of Montana, including [List of other locations].

3. Effective Date and Term

• This Agreement shall become effective on [Effective Date].
• Option A: The term of this Agreement shall be perpetual, unless sooner terminated as provided herein.
• Option B: The term of this Agreement shall be [Number] years, commencing on the Effective Date, unless sooner terminated as provided herein.

4. Capital Contributions

• Each Partner shall contribute to the capital of the LLP as follows:
• [Partner 1 Name]: [Dollar Amount] in cash.
• [Partner 2 Name]: [Description of Property] valued at [Dollar Amount]. The valuation methodology is [Description of Valuation Methodology].
• [Partner 3 Name]: [Description of Services] valued at [Dollar Amount]. The services will be provided by [Date].
• Option A: Additional Capital Contributions: The Partners may be required to make additional capital contributions to the LLP as determined by a [Percentage]% vote of the Partners.
• Option B: No Additional Capital Contributions: No Partner shall be required to make additional capital contributions to the LLP.
• Failure to Meet Funding Obligations: If a Partner fails to make a required capital contribution, the other Partners may [Describe Remedies, e.g., loan the funds, dilute the failing partner's interest].

5. Ownership, Voting Rights, and Management

• The ownership percentages, voting rights, and allocation of profits and losses shall be as follows:
• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]%
• Voting Rights:
• Option A: Ordinary business decisions shall be made by a majority vote of the Partners.
• Option B: Ordinary business decisions shall be made by unanimous consent of the Partners.
• Major Decisions: The following major decisions require a [Percentage]% vote of the Partners (or unanimous consent, if applicable):
• Mergers or consolidations
• Amendments to this Agreement
• Dissolution of the LLP
• Incurring debt exceeding [Dollar Amount]
• Admission or expulsion of a Partner
• Management Authority:
• Option A: Management of the LLP shall be vested in all Partners collectively.
• Option B: [Partner Name] is designated as the Managing Partner with the authority to [Scope of Management Authority]. This authority can be restricted by a [Percentage]% vote of the partners.

6. Day-to-Day Management

• Option A: The Managing Partner (if any) shall be responsible for the day-to-day operations of the LLP.
• Option B: Day-to-day operations shall be managed collectively by the Partners according to the following procedures: [Description of Procedures].
• Appointment of Managing Partner:
• Option A: A Managing Partner may be appointed or removed by a [Percentage]% vote of the Partners.
• Option B: There will be no Managing Partner.
• Statement of Authority: The Partners [Will/Will Not] file a Statement of Authority with the Montana Secretary of State.

7. Liability Shield

Pursuant to Montana law, individual Partners shall not be personally liable for the debts and obligations of the LLP, except for their own individual wrongful acts or omissions, personal guarantees, or professional liability in regulated industries. This liability shield is in accordance with Section 35-10-307, MCA.

8. Partner Meetings and Decision-Making

• Partner meetings shall be held [Frequency, e.g., quarterly, monthly]. Notice of meetings shall be given at least [Number] days in advance.
• Option A: Quorum for partner meetings shall consist of [Percentage]% of the Partners.
• Option B: Quorum for partner meetings shall consist of all Partners.
• Minutes of all partner meetings shall be kept and maintained at the LLP's principal place of business.
• Amendments to this Agreement require a [Percentage]% vote of the Partners.

9. Admission of New Partners

• New Partners may be admitted to the LLP with the consent of [Percentage]% of the existing Partners.
• New Partners must contribute [Dollar Amount] to the capital of the LLP and execute a joinder agreement to this Agreement.

10. Transfer, Assignment, and Buyout Provisions

• No Partner may transfer or assign their partnership interest without the consent of [Percentage]% of the other Partners.
• Right of First Refusal: If a Partner desires to sell their interest, the other Partners shall have the right of first refusal to purchase the interest at a price determined by [Valuation Method, e.g., appraisal].
• Buyout Triggers: Buyout of a Partner's interest may be triggered by:
• Death
• Disability
• Expulsion
• Voluntary Withdrawal
• Valuation Method for Buyout: The buyout price shall be determined by [Valuation Method, e.g., appraisal, formula based on earnings].
• Payout Schedule: The buyout price shall be paid in [Number] installments over a period of [Number] months/years.

11. Partner Withdrawal and Expulsion

• Voluntary Withdrawal: A Partner may withdraw from the LLP by providing [Number] days written notice to the other Partners, in compliance with Section 35-10-617, MCA.
• Expulsion: A Partner may be expelled from the LLP for [Reasons for Expulsion, e.g., breach of fiduciary duty, criminal conviction] by a [Percentage]% vote of the other Partners.
• Non-Compete and Non-Solicitation: Upon withdrawal or expulsion, a Partner shall not compete with the LLP or solicit its clients or employees for a period of [Number] years within a [Radius] mile radius of the LLP's principal place of business in Montana.

12. Allocation of Profits, Losses, and Distributions

• Profits and losses shall be allocated among the Partners in proportion to their ownership percentages as outlined in Section 5.
• Distributions shall be made to the Partners [Frequency, e.g., quarterly, annually] in proportion to their ownership percentages.
• This allocation is intended to comply with the Internal Revenue Code and Montana state income tax requirements.

13. Tax Matters

• [Partner Name] is designated as the Tax Matters Partner (or Partnership Representative) and is authorized to prepare and file Montana partnership returns and maintain tax records.
• The LLP shall indemnify the Tax Matters Partner for any tax liabilities arising from partnership operations in Montana.

14. Indemnification

The LLP shall indemnify and advance expenses to Partners and officers to the fullest extent permitted by Montana law.

15. Compliance with Montana Law

• The LLP shall comply with all applicable Montana state and local licensing, registration, annual reporting, and publication requirements.
• The LLP shall maintain good standing with the Montana Secretary of State.

16. Record Keeping

• The LLP shall maintain all partnership records at its principal office in Montana, as required by Section 35-10-115, MCA. All Partners shall have access to these records.
• Records shall be stored [Digitally/Physically/Both].

17. Choice of Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Montana.
• Any disputes arising under this Agreement shall be subject to the jurisdiction of the courts of the State of Montana.
• Option A: All disputes shall be resolved through mediation in [City, Montana].
• Option B: All disputes shall be resolved through arbitration in [City, Montana].

18. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners.

19. Dissolution and Winding Up

• The LLP may be dissolved upon the occurrence of any of the events specified in Montana law.
• Upon dissolution, the assets of the LLP shall be distributed in accordance with Montana law.
• A notice of dissolution shall be filed with the Montana Secretary of State.

20. Confidentiality

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

21. Insurance

The LLP shall maintain insurance coverage, including [Types of Insurance, e.g., professional liability, general business coverage], with minimum coverage levels of [Dollar Amounts].

22. Tax Compliance

The LLP shall comply with all Montana-specific tax withholding, payroll, and sales/use tax requirements.

23. Maintenance of Statement of Qualification

The partners will maintain and update the LLP's Statement of Qualification on file with the Secretary of State.

24. Additional Provisions

[Insert any additional provisions relevant to the specific industry or business of the LLP]

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 lines as needed)