New Hampshire limited liability partnership agreement template

New Hampshire Limited Liability Partnership Agreement

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

1. Formation and Name

The Partners hereby form a limited liability partnership (the “LLP”) pursuant to the provisions of the New Hampshire Revised Statutes Annotated (RSA) Chapters 304-A and 304-C.

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

Option A: The business of the LLP shall be conducted under the name of [Assumed Name], which is registered with the New Hampshire Secretary of State.

Option B: The business of the LLP will not be conducted under any name other than [LLP Name].

2. Partners

The full legal name, address, and contact information of each Partner are as follows:

Partner 1: [Partner 1 Name], [Partner 1 Address], [Partner 1 Contact Information]

Partner 2: [Partner 2 Name], [Partner 2 Address], [Partner 2 Contact Information]

… (Add additional partners as needed)

All Partners in this New Hampshire LLP have limited liability as provided under RSA 304-A:21 and RSA 304-C:32. This means that Partners are generally not personally liable for the debts and obligations of the LLP solely by reason of being a partner.

Each Partner’s role is defined as follows:

[Partner 1 Name]: [Partner 1 Role, e.g., Managing Partner]

[Partner 2 Name]: [Partner 2 Role, e.g., Partner]

…(Add additional partners and their roles)

3. Business Purpose

The primary business purpose of the LLP is [Describe the Business Purpose].

The scope of business activities shall include, but is not limited to: [List of Business Activities].

Option A: The LLP shall engage in any lawful business, purpose or activity.

Option B: The LLP shall only engage in the specific business activities listed above and not others.

4. Principal Place of Business

The principal place of business of the LLP in New Hampshire is located at: [Physical Address].

The mailing address of the LLP is: [Mailing Address]. (If different from the physical address)

The LLP must maintain a registered office and registered agent in New Hampshire in accordance with RSA 304-A. The initial registered agent is [Registered Agent Name], whose business office is identical with the registered office. The registered office is located at [Registered Office Address].

5. Term and Dissolution

The term of the LLP shall commence on [Start Date] and shall continue [Duration of Partnership, e.g., perpetually].

Option A: This Agreement shall be reviewed every [Number] years and may be renewed by unanimous consent of the Partners.

Option B: This Agreement will automatically renew for a period of [Number] years unless any Partner provides written notice of termination at least [Number] months before the renewal date.

The LLP may be dissolved under the provisions outlined in Section 16 of this Agreement and in accordance with New Hampshire law.

6. Capital Contributions

The initial capital contributions of each Partner are as follows:

[Partner 1 Name]: [Partner 1 Capital Contribution, e.g., $10,000]

[Partner 2 Name]: [Partner 2 Capital Contribution, e.g., $15,000]

…(Add additional partners and their contributions)

Option A: No further capital contributions shall be required from any Partner.

Option B: Additional capital contributions may be required from time to time, as determined by a [Percentage]% vote of the Partners.

If additional capital contributions are required, each Partner shall contribute in proportion to their ownership percentage.

Ownership percentage shall be determined as follows:

The ownership percentage of each Partner is proportionate to his or her initial capital contribution divided by the total capital contributions of all Partners.

7. Management and Authority

The management of the LLP shall be vested in the Partners. Each Partner shall have the authority to act on behalf of the LLP in the ordinary course of business.

Option A: Major decisions shall require unanimous consent of the Partners. Major decisions include, but are not limited to: [List of Major Decisions].

Option B: Major decisions shall require a [Percentage]% vote of the Partners. Major decisions include, but are not limited to: [List of Major Decisions].

Day-to-day operational responsibilities shall be assigned as follows:

[Partner 1 Name]: [Partner 1 Responsibilities]

[Partner 2 Name]: [Partner 2 Responsibilities]

…(Add additional partners and their responsibilities)

8. Partner Meetings

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

Notice of meetings shall be given at least [Number] days prior to the meeting date. Notice may be provided by [Method of Notification, e.g., email].

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

Option A: Meetings may be held in person, by telephone, or by video conference.

Option B: All meetings must be held in person at the principal place of business.

Minutes of each meeting shall be kept and maintained at the principal place of business.

9. Profit and Loss Allocation and Distributions

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

Option A: Distributions shall be made to the Partners on a [Frequency, e.g., quarterly] basis, in proportion to their ownership percentage.

Option B: Distributions shall be made at the discretion of the Partners, based on the financial needs of the LLP.

Capital accounts shall be maintained for each Partner in accordance with federal income tax principles.

10. Admission of New Partners

New Partners may be admitted to the LLP upon a [Percentage]% vote of the existing Partners.

Any new Partner shall be required to make a capital contribution as determined by the existing Partners.

Upon admission of a new Partner, this Agreement shall be amended to reflect the new Partner’s ownership percentage and other relevant terms. This amendment must be filed with the New Hampshire Secretary of State.

11. Transfer Restrictions

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

Option A: In the event a Partner desires to transfer their interest, the other Partners shall have a right of first refusal to purchase the interest at a price determined by [Valuation Method].

Option B: Any transfer or assignment in violation of this Section shall be void.

Notice of any transfer or assignment must be filed with the appropriate state agencies as required under New Hampshire law.

12. Withdrawal, Retirement, Expulsion, Dissolution, Death, or Bankruptcy of a Partner

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

A Partner may be expelled from the LLP for cause, as defined as [Definition of Cause], upon a [Percentage]% vote of the other Partners.

Upon the withdrawal, retirement, expulsion, death, or bankruptcy of a Partner, the LLP shall [Continue/Dissolve].

The departing Partner (or their estate) shall be entitled to receive a buyout payment for their interest in the LLP, calculated as [Calculation Method].

13. Liability and Indemnification

The Partners shall have limited liability as provided under RSA 304-A:21 and RSA 304-C:32. However, this limited liability does not protect a Partner from liability for their own wrongful acts or omissions.

The LLP shall indemnify each Partner against any loss, damage, or liability arising out of their activities on behalf of the LLP, except in cases of gross negligence or willful misconduct.

The LLP shall maintain insurance, including professional liability insurance (if applicable), in amounts deemed adequate by the Partners.

14. Record Keeping and Inspection

The LLP shall maintain accurate and complete books and records at its principal place of business.

Each Partner shall have the right to inspect and copy the books and records of the LLP at any reasonable time.

The LLP shall comply with all annual compliance requirements under New Hampshire law, including timely filing of annual reports with the Secretary of State.

15. Tax Matters

The LLP shall be treated as a partnership for federal and state income tax purposes.

Each Partner shall be responsible for reporting their share of the LLP’s income, deductions, and credits on their individual income tax returns.

The Tax Matters Partner (or Partnership Representative) shall be [Name of Tax Matters Partner]. The Tax Matters Partner shall be responsible for representing the LLP in all tax matters with the IRS and the New Hampshire Department of Revenue Administration. Form K-1 shall be provided to each partner.

16. Dissolution

The LLP may be dissolved upon the occurrence of any of the following events:

The unanimous consent of the Partners.

The death, bankruptcy, or withdrawal of a Partner, unless the remaining Partners agree to continue the LLP.

Any event that makes it unlawful or impossible to carry on the business of the LLP.

Upon dissolution, the assets of the LLP shall be distributed in the following order:

To creditors of the LLP, including Partner loans.

To the Partners in repayment of their capital contributions.

The remaining assets shall be distributed to the Partners in proportion to their ownership percentage.

Notice of dissolution must be filed with the New Hampshire Secretary of State. All statutory requirements in New Hampshire must be followed.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in New Hampshire.

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

The laws of the State of New Hampshire shall govern the interpretation and enforcement of this Agreement. The exclusive venue for any legal action related to this agreement shall be the courts of the State of New Hampshire.

18. Amendment

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

Any amendment must be filed with the New Hampshire Secretary of State if it materially alters the information contained in the original statement of qualification.

19. Statutory Compliance and Regulatory Requirements

The partnership will comply with all applicable New Hampshire state laws, municipal regulations, and any specific licensing or compliance mandates relevant to the partnership’s business activity, including, but not limited to, professional licensure and industry-specific regulations.

Option A: [Specific licensing requirements and professional regulations.]

Option B: The partnership will secure and maintain all necessary permits, licenses, and authorizations to operate within New Hampshire.

20. Registered Office and Agent

The LLP must maintain a registered office and registered agent in New Hampshire.

The registered office is [Registered Office Address].

The registered agent is [Registered Agent Name], whose address is the same as the registered office.

It is the responsibility of the partnership to immediately update the Secretary of State if the registered agent changes, or if the registered agent’s business address changes.

21. Failure to Maintain Active Registration

Failure to maintain active registration, including failing to file the required annual reports with the New Hampshire Secretary of State under RSA 304-A:45-b and RSA 304-A:45-c, may result in administrative dissolution.

Each partner is responsible for ensuring the partnership’s adherence to all filings, including annual reports. If an administrative dissolution happens, it is the responsibility of the partners to resolve the issues, as required by the New Hampshire statutes.

22. Insurance Coverage

The LLP shall maintain adequate insurance coverage, including general liability insurance and professional liability insurance (if applicable), to protect the assets of the LLP and the Partners.

Option A: Minimum coverage amounts shall be [Amount].

Option B: Coverage amounts shall be reviewed regularly.

23. Data Privacy, Confidentiality and Conflicts of Interest

Each partner will comply with the New Hampshire state laws and professional ethical standards regarding data privacy and information security.

Each partner will keep all confidential information relating to the business strictly confidential and will not disclose it to any third party without prior written consent of all the other partners.

Each partner will disclose all existing and potential conflicts of interest promptly, and the partners will take necessary actions to minimize any potential adverse effects of the conflicts of interest.

24. Miscellaneous

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

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

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth in Section 2.

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.

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

____________________________

[Partner 1 Name]

____________________________

[Partner 2 Name]

…(Add signature lines for additional partners)