Nebraska limited liability partnership agreement template

Nebraska Limited Liability Partnership Agreement

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

1. Formation and Name

• The Partners hereby form a limited liability partnership (the "LLP") under the laws of the State of Nebraska, specifically the Nebraska Uniform Partnership Act (Neb. Rev. Stat. § 67-401 et seq.).
• The name of the LLP shall be [Partnership Name].

2. Partners

• The names, addresses, and contact information of the Partners are as follows:
  • [Partner 1 Name], [Partner 1 Address], [Partner 1 Contact Information]
  • [Partner 2 Name], [Partner 2 Address], [Partner 2 Contact Information]
  • …and so on.

3. Filing and Certificate

• The Certificate of Limited Liability Partnership was filed with the Nebraska Secretary of State on [Filing Date] and assigned Certificate Number [Certificate Number].

4. Business Purpose

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

5. Principal Place of Business

• The principal place of business of the LLP shall be located at [Business Address].

6. Registered Office and Agent

• The registered office of the LLP in Nebraska shall be located at [Registered Office Address].
• The registered agent of the LLP in Nebraska shall be [Registered Agent Name], located at [Registered Agent Address].

7. Term and Dissolution

• The term of the LLP shall commence on the date of this Agreement and shall continue until dissolved as provided herein.
• The LLP shall be dissolved upon the occurrence of any of the following events:
  • Option A: The unanimous written agreement of the Partners to dissolve the LLP.
  • Option B: The death, withdrawal, or expulsion of a Partner, unless the remaining Partners elect to continue the LLP within [Number] days as permitted by Nebraska law.
  • Option C: [Other Dissolution Events Relevant to the Business, e.g., loss of key license]

8. Limited Liability Status

• Each Partner shall be a limited liability partner and shall have the limited liability provided under Neb. Rev. Stat. § 67-415.

9. Capital Contributions

• The initial capital contributions of the Partners are as follows:
  • [Partner 1 Name]: [Dollar Amount] in cash / [Description of Property] valued at [Dollar Amount] / [Description of Services] valued at [Dollar Amount]
  • [Partner 2 Name]: [Dollar Amount] in cash / [Description of Property] valued at [Dollar Amount] / [Description of Services] valued at [Dollar Amount]
  • …and so on.
• Additional Capital Contributions:
  • Option A: Additional capital contributions shall be required only upon the unanimous consent of the Partners.
  • Option B: Additional capital contributions may be required by a vote of [Percentage]% of the Partners. Failure to contribute shall result in [Consequences of Failure to Contribute, e.g., dilution of ownership].

10. Ownership Interests and Profit/Loss Allocation

• The ownership interests and profit/loss allocation percentages of the Partners are as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • …and so on.
• Special Allocations:
  • Option A: Profits and losses shall be allocated in proportion to ownership interests.
  • Option B: [Description of Special Allocations, e.g., preferred returns]

11. Distributions

• Distributions of profits shall be made to the Partners [Frequency, e.g., quarterly], subject to the following priority:
  • Option A: Distributions shall be made pro rata in accordance with their ownership interests.
  • Option B: [Description of Distribution Waterfall]

12. Tax Matters

• The Partnership Representative (formerly the Tax Matters Partner) shall be [Name of Partner].
• The Partnership Representative shall be responsible for preparing and filing all federal and Nebraska tax returns, including Schedules K-1 for each Partner.
• Tax Elections:
  • Option A: The LLP shall make all available elections to minimize the overall tax burden on the partners.
  • Option B: The partnership will utilize the cash basis of accounting.

13. Management and Governance

• Management of the LLP shall be vested in the Partners.
• Voting Rights:
  • Option A: Each Partner shall have one vote.
  • Option B: Each Partner's vote shall be weighted in proportion to their ownership interest.
• Meetings: Partners meetings shall be held [Frequency, e.g., quarterly].

14. Partner Roles and Responsibilities

• [Partner 1 Name] shall be responsible for [Responsibilities].
• [Partner 2 Name] shall be responsible for [Responsibilities].
• …and so on.
• Authority Limits: No Partner shall have the authority to bind the LLP for any transaction exceeding [Dollar Amount] without the consent of [Percentage]% of the Partners.

15. Partner Admission

• New Partners may be admitted to the LLP only upon the unanimous written consent of the existing Partners.
• Admission Criteria:
  • Option A: Admission will be contingent upon a majority vote and an additional capital contribution of [Dollar Amount].
  • Option B: [Description of Admission Criteria]

16. Transfer of Partnership Interests

• No Partner may transfer, assign, or pledge their partnership interest without the prior written consent of [Percentage]% of the other Partners.
• Right of First Refusal: The other Partners shall have a right of first refusal to purchase the transferring Partner's interest at [Valuation Method].

17. Partner Withdrawal

• A Partner may withdraw from the LLP upon [Number] days' written notice to the other Partners.
• Valuation of Withdrawing Partner's Interest: The withdrawing Partner's interest shall be valued at [Valuation Method].

18. Limitation of Liability and Indemnification

• Pursuant to Neb. Rev. Stat. § 67-415, no Partner shall be personally liable for the debts and obligations of the LLP solely by reason of being a partner. This limitation does not extend to [Exceptions, e.g., personal misconduct, personal guarantees].
• Indemnification: The LLP shall indemnify each Partner, manager, and officer against any losses, claims, damages, or liabilities arising from their activities on behalf of the LLP, subject to Nebraska law.

19. Insurance

• The LLP shall maintain adequate insurance coverage, including [Types of Insurance, e.g., professional liability insurance].

20. Compliance

• The LLP shall comply with all applicable Nebraska laws, including filing all required reports and renewals with the Nebraska Secretary of State.

21. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration] in [City, Nebraska].

22. Governing Law

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

23. Confidentiality

• Each Partner shall maintain the confidentiality of all confidential information relating to the LLP.

24. Records and Accounting

• The LLP shall maintain accurate books and records at its principal place of business.
• Fiscal Year: The fiscal year of the LLP shall end on [Date].

25. Dissolution and Winding Up

• Upon dissolution of the LLP, the assets of the LLP shall be distributed in the following order: (1) to creditors; (2) to Partners in proportion to their capital accounts.

26. Amendments

• This Agreement may be amended only by a written instrument signed by all of the Partners.

27. Force Majeure

• No Partner shall be liable for any failure to perform their obligations under this Agreement due to circumstances beyond their reasonable control.

28. Industry-Specific Regulations

• The LLP shall comply with all applicable Nebraska statutes and regulations specific to its industry, including [Examples of Industry-Specific Regulations].

29. Electronic Communications

• The Partners consent to the use of electronic communications, including e-signatures, for all matters relating to the LLP.

30. Regulatory Notifications

• The LLP shall comply with all applicable regulatory notification requirements of the Nebraska Department of Revenue, Secretary of State, or other agencies.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Partner 1 Name]

[Partner 2 Name]

…and so on.