Nevada limited liability partnership agreement template

NEVADA LIMITED LIABILITY PARTNERSHIP AGREEMENT

This NEVADA LIMITED LIABILITY PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of [Date], by and among the parties listed in Exhibit A attached hereto, in compliance with the provisions of Chapter 87A of the Nevada Revised Statutes (NRS), as amended from time to time.

Article 1. Formation and Name

• Option A: The parties hereby form a limited liability partnership under the laws of the State of Nevada.
• Option B: The parties, having previously formed a partnership, hereby convert such partnership into a limited liability partnership under the laws of the State of Nevada.
• The name of the limited liability partnership shall be [LLP Name].

Article 2. Purpose and Scope

• The purpose of the LLP is to engage in the following business: [Business Purpose].
• Option A: The principal place of business of the LLP shall be located at [Address], Nevada.
• Option B: The LLP may also maintain such other places of business as the partners may from time to time determine.

Article 3. Term

• Option A: The term of this Agreement shall commence on the date first written above and shall continue perpetually unless terminated as provided herein.
• Option B: The term of this Agreement shall commence on the date first written above and shall continue for a term of [Number] years, unless sooner terminated as provided herein.
• Renewal Clause (if Option B is selected): This agreement may be renewed for additional [Number] year terms upon the unanimous written consent of all partners [Number] days prior to expiration.

Article 4. Capital Contributions

• Each partner shall contribute to the capital of the LLP the amount set forth opposite their name in Exhibit B attached hereto.
• Option A: Such contributions may be in the form of cash, property, or services.
• Option B: Additional capital contributions may be required from time to time as determined by the partners. The procedure for such contributions shall be as follows: [Procedure for Additional Contributions].

Article 5. Profit and Loss Allocation

• Option A: Profits and losses of the LLP shall be allocated to the partners in proportion to their respective capital contributions.
• Option B: Profits and losses of the LLP shall be allocated as follows: [Allocation Percentage per Partner]. See Exhibit C.
• All allocations will be performed to comply with state and federal tax laws.

Article 6. Distributions

• Distributions of cash or other property shall be made to the partners at such times and in such amounts as the partners may determine.
• Option A: Distributions will be made in proportion to the partner's share of profit and loss.
• Option B: Distributions will be made according to the following schedule: [Distribution Schedule].

Article 7. Management

• Option A: The management of the LLP shall be vested in all of the partners.
• Option B: The management of the LLP shall be vested in a managing partner(s) who shall be [Managing Partner Name(s)].
• The powers and duties of the managing partner(s) shall be as follows: [Powers and Duties].

Article 8. Voting

• Each partner shall have the number of votes equal to their percentage ownership interest in the LLP.
• Option A: Decisions shall be made by a simple majority vote of the partners.
• Option B: Certain major decisions, such as [List of Major Decisions], shall require a supermajority vote of [Percentage]%.

Article 9. Authority of Partners

• No partner shall have the authority to bind the LLP to any agreement or obligation except as expressly authorized by this Agreement or by a vote of the partners.
• Any contract requiring the expenditure of more than [Dollar Amount] must be approved by a supermajority (as defined in Article 8) of the partners.

Article 10. Meetings

• Regular meetings of the partners shall be held [Frequency].
• Special meetings may be called by any partner upon [Number] days' notice.
• All meetings will be held within the State of Nevada.

Article 11. Fiduciary Duties

• Each partner shall owe a fiduciary duty to the LLP and to the other partners.
• Option A: This duty shall be governed by Nevada law and may not be waived or modified.
• Option B: The partners may agree to certain modifications of the fiduciary duties as long as such modifications are reasonable and made in good faith, and are compliant with NRS 87A.305.
• Partners are not personally liable for the obligations of the LLP solely by reason of being a partner, except as otherwise provided by law or in this Agreement.

Article 12. Admission and Withdrawal of Partners

• New partners may be admitted to the LLP upon the unanimous consent of the existing partners.
• A partner may withdraw from the LLP upon [Number] days' written notice to the other partners.
• The procedures for admission and withdrawal are outlined in Exhibit D.

Article 13. Transfer of Interest

• No partner may transfer or assign their interest in the LLP without the prior written consent of all other partners.
• Option A: Any attempted transfer in violation of this provision shall be void.
• Option B: The non-transferring partners have a right of first refusal to purchase the transferring partner's interest.

Article 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 conduct of the LLP's business.
• This indemnification shall not apply to any loss, claim, damage, liability, or expense arising out of the partner's own gross negligence, bad faith, or willful misconduct.

Article 15. Records and Confidentiality

• The LLP shall maintain complete and accurate books and records of account.
• Each partner shall have the right to inspect and copy such books and records.
• All partners shall maintain the confidentiality of the LLP's business information.

Article 16. Dissolution

• The LLP shall be dissolved upon the occurrence of any of the following events: [Events Triggering Dissolution].
• Option A: Dissolution requires a unanimous vote of the partners.
• Option B: Dissolution requires a supermajority vote of [Percentage]% of the partners.
• Upon dissolution, the assets of the LLP shall be liquidated and distributed in accordance with Nevada law.

Article 17. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City], Nevada.
• If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• The venue for any legal action related to this agreement shall be [County] County, Nevada.

Article 18. Amendment

• This Agreement may be amended only by a written instrument signed by all of the partners.
• Option A: No other form of amendment will be valid.
• Option B: Amendments must be ratified at a properly noticed meeting of the partners.

Article 19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.

Article 20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Article 21. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Article 22. Entire Agreement

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

Article 23. Registered Agent

The LLP's registered agent in Nevada is: [Registered Agent Name], located at [Registered Agent Address].

Article 24. Representations and Warranties

Each Partner represents and warrants that they have the full right, power, and authority to enter into this Agreement and to perform their obligations hereunder.

Article 25. Compliance with Nevada Law

• This LLP shall maintain ongoing compliance with all Nevada Secretary of State filing requirements (Annual List, Registered Agent, and Business License).
• All partners shall maintain professional or business licenses as required by Nevada law for this business.

[Partner 1 Name] Signature: _________________________

[Partner 2 Name] Signature: _________________________

EXHIBIT A: List of Partners

• Partner Name: [Partner Name]
• Address: [Address]
• Phone Number: [Phone Number]
• Email: [Email]

EXHIBIT B: Capital Contributions

• Partner Name: [Partner Name]
• Capital Contribution: [Dollar Amount]

EXHIBIT C: Profit and Loss Allocation

• Partner Name: [Partner Name]
• Allocation Percentage: [Percentage]%

EXHIBIT D: Admission and Withdrawal Procedures

• Admission Requirements: [List of Requirements]
• Withdrawal Process: [Description of Process]