New Jersey limited liability partnership agreement template

New Jersey Limited Liability Partnership Agreement

Agreement Title: [Title of Agreement]

Effective Date: [Date]

Partnership Formation: This Agreement, made and entered into as of the Effective Date, by and among the parties listed below, is intended to establish a limited liability partnership (LLP) pursuant to the New Jersey Uniform Partnership Act, NJSA 42:1A-1 et seq. The parties intend to register as a New Jersey LLP by filing a Statement of Qualification with the New Jersey Division of Revenue and Enterprise Services.

Partners:

[Partner 1 Legal Name]: [Partner 1 Business Address], [Partner 1 Tax Identification Number], [Partner 1 Designation - Individual/Entity/Professional]

[Partner 2 Legal Name]: [Partner 2 Business Address], [Partner 2 Tax Identification Number], [Partner 2 Designation - Individual/Entity/Professional]

(Add additional partners as needed)

Business Purpose: The purpose of the Partnership is to engage in the business of [Detailed Description of Business Purpose], including all activities necessary or incidental thereto, consistent with applicable New Jersey laws, local zoning ordinances, licensing requirements, and, if applicable, professional rules.

Option A: The Partnership may engage in any lawful business activity.

Option B: The Partnership shall be limited to the following specific activities: [List of Specific Activities].

Principal Office: The principal office of the Partnership shall be located at [Full New Jersey Address].

Initial Capital Contributions:

[Partner 1 Legal Name]: [Amount or Description of Contribution]; Valuation Method (if non-cash): [Valuation Method]

[Partner 2 Legal Name]: [Amount or Description of Contribution]; Valuation Method (if non-cash): [Valuation Method]

(Add additional partners as needed)

Schedule for Future Contributions: [Description of Schedule]

Waiver/Exemption Procedures: [Description of Procedures]

Ownership and Profit/Loss Sharing:

Individual Ownership Percentages:

[Partner 1 Legal Name]: [Percentage]%

[Partner 2 Legal Name]: [Percentage]%

(Add additional partners as needed)

Profit/Loss Sharing Ratios: Equal to ownership percentages unless otherwise specified.

Option A: Profits and losses shall be shared in proportion to each Partner's initial capital contribution.

Option B: Profits and losses shall be allocated as follows: [Specific Allocation Formula].

Tax Filing Obligations: The Partnership shall file all required New Jersey tax returns, including but not limited to NJ-CBT-1065, and comply with all applicable state sales/use tax registration requirements and professional licensing board notices.

Management:

Option A: Management is vested in all Partners.

Option B: Management is vested in a Managing Partner: [Managing Partner Name].

Scope of Authority: [Description of Authority]

Non-Delegable Duties: As defined by New Jersey law.

Limits on Withdrawing/Overriding Partner Consent for Extraordinary Transactions: [Description of Limits]

Option C: Management is vested in a Management Committee: [List of committee members].

Scope of Authority: [Description of Authority]

Non-Delegable Duties: As defined by New Jersey law.

Limits on Withdrawing/Overriding Partner Consent for Extraordinary Transactions: [Description of Limits]

Voting Rights and Meetings:

Voting Rights: Each partner shall have voting rights in proportion to their ownership percentage.

Quorum Requirements: A quorum shall consist of [Percentage]% of the partners.

Procedures for Calling Partner Meetings: [Description of Procedures]

Advance Notice Periods: [Number] days written notice.

Recordkeeping Mandates: Minutes of all meetings shall be maintained.

Tie-Breaking Methods: [Description of Method]

Expenditure Approval:

Expenditure Approval Thresholds: Expenditures exceeding [Dollar Amount] require approval of [Percentage]% of the partners.

Limits on Authorized Debts/Bank Loans: No debt exceeding [Dollar Amount] shall be incurred without the approval of [Percentage]% of the partners.

Insurance Requirements: The Partnership shall maintain insurance as required by New Jersey law and applicable professional standards, including malpractice/E&O coverage, if applicable.

Profit, Loss, and Tax Allocation:

Method for Allocating Profits and Losses: As per ownership percentages outlined above.

Special Allocations: [Description of Special Allocations, if any].

Guaranteed Payments: [Description of Guaranteed Payments, if any].

Draw Procedures: [Description of Draw Procedures].

Tax Distribution Policy: [Description of Tax Distribution Policy].

K-1 Preparation: The Partnership shall prepare and distribute K-1s to each partner annually.

Delivery: Tax documents shall be distributed to partners by [Date].

Books and Records:

Access Rights: Partners shall have access to the books and records of the Partnership as per NJSA 42:1A-40.

Financial Statements: The Partnership shall maintain financial statements prepared in accordance with [Accounting Standards].

Audit/Review Procedures: [Description of Audit/Review Procedures - Annual/Quarterly].

Records Retention Period: As required by New Jersey law.

Partner Privacy Obligations: Partners shall maintain the confidentiality of Partnership information.

Admission of New Partners:

Written Amendment Required: Admission of a new partner requires a written amendment to this Agreement.

Approval Requirements: [Percentage]% of the partners must approve the admission of a new partner.

Filing with the State: The Partnership shall file all necessary documents with the New Jersey Division of Revenue & Enterprise Services.

Transfer or Assignment of Partnership Interests:

Right of First Refusal: Existing partners shall have a right of first refusal to purchase the interest of any partner seeking to transfer or assign their interest.

Buyout Mechanisms:

Option A: Independent Appraisal.

Option B: Book Value.

Option C: Agreed Formula: [Description of Formula].

Consent Requirements: Transfer or assignment requires the consent of [Percentage]% of the partners.

Withdrawal/Expulsion of Partners:

Notice Period: A partner withdrawing must provide [Number] months written notice.

"Bad Leaver/Good Leaver" Provisions: [Description of Provisions].

Grounds for Involuntary Removal: Conviction of a felony, suspension of professional license, breach of fiduciary duty as defined by New Jersey law.

Redemption of Partnership Interest: [Description of Redemption Procedures].

Limitation of Liability: The partners' personal liability for partnership debts and obligations shall be limited as provided by NJSA 42:1A-47. A partner is individually liable for their own wrongful acts or professional malpractice but not for the acts of other partners. The Partnership shall maintain its LLP registration with the State to uphold the liability shield.

Indemnification: The Partnership shall indemnify partners, officers, and employees against liabilities and third-party claims, except in cases of gross negligence or willful misconduct as per applicable New Jersey statutes and professional regulations.

Notice Obligations: The Partnership shall comply with all state-mandated notice obligations, including noting its LLP status on all contracts, letterhead, and filings.

Non-Compete, Confidentiality, and Non-Solicitation:

Scope: [Description of Scope].

Duration: [Number] years.

Geographical Area: [Description of Area].

Consideration: The parties acknowledge that the mutual covenants contained in this agreement provide sufficient consideration for the restrictions.

Dispute Resolution:

Internal Dispute Resolution:

Option A: Negotiation.

Option B: Mediation.

Option C: Arbitration.

Venue: [County], New Jersey.

Governing Law: State of New Jersey.

Amendment:

Procedures for Amendment: Amendments must be in writing and signed by all partners.

Actions Requiring Supermajority/Unanimous Approval: [List of Actions].

Dissolution and Winding Up:

Triggering Events: Unanimous vote, bankruptcy, regulatory orders, partner deadlock.

Priorities for Payment: As per NJSA 42:1A-50.

Liquidation of Assets: [Description of Procedures].

Final Accountings: To be prepared by [Designated Party].

Filing Dissolution Documents: With the New Jersey Division of Revenue.

Regulatory and Licensing Requirements: The Partnership shall comply with all applicable New Jersey regulatory and industry licensing requirements. This includes but is not limited to: [List of Specific Requirements].

Annual LLP Registration Renewal: The Partnership shall maintain an active LLP registration with the New Jersey Division of Revenue & Enterprise Services.

Registered Agent:

Agent Name: [Agent Name]

Agent Address: [Agent Address]

Tax Partnership Representative: [Representative Name] is appointed as the Tax Partnership Representative.

Schedules and Exhibits:

Schedule A: Capital Accounts.

Schedule B: Partner Addresses.

Schedule C: Regulatory Approvals.

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.