New Mexico limited liability partnership agreement template

New Mexico Limited Liability Partnership Agreement

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

1. Parties

• The parties to this agreement, forming a New Mexico Limited Liability Partnership (LLP), are:
  • [Partner Name 1], residing at [Address 1].
  • [Partner Name 2], residing at [Address 2].
  • [Partner Name 3], residing at [Address 3] (if applicable).

2. Formation

• This Agreement shall govern the operation of the Limited Liability Partnership formed under the New Mexico Uniform Partnership Act (NMSA 1978, Chapter 54, Article 1A), as amended.
  • Option A: The Partnership's formation filing with the New Mexico Secretary of State was completed on [Date of Filing].
  • Option B: The parties agree to promptly file the required documentation with the New Mexico Secretary of State to perfect the formation of the LLP.

3. Name and Registration

• The name of the Limited Liability Partnership is [LLP Name], as registered with the New Mexico Secretary of State. The business identification and registration number is [Registration Number].
• The registered agent for service of process in New Mexico is [Registered Agent Name], residing at [Registered Agent Address]. The registered agent's phone number is [Registered Agent Phone Number] and email address is [Registered Agent Email Address].

4. Principal Place of Business

• The principal place of business of the Partnership in New Mexico is located at [Principal Business Address].
  • Option A: The Partnership may also operate at additional locations, including [Additional Business Address 1] and [Additional Business Address 2].
  • Option B: The Partnership will only operate from the principal place of business.

5. Business Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business]. This business will be conducted lawfully and in accordance with all applicable New Mexico statutes, regulations, and licensing requirements.
  • Option A: The Partnership is specifically authorized to engage in the following activities: [List of Specific Activities].
  • Option B: The Partnership may engage in any lawful business activity.

6. Term

• The term of the Partnership shall commence on the effective date of this Agreement.
  • Option A: The Partnership shall have a perpetual existence, subject to dissolution as provided in this Agreement and New Mexico law.
  • Option B: The Partnership shall continue for a fixed term of [Number] years, expiring on [Date], unless sooner terminated as provided in this Agreement. Renewal requires filing with the NM Secretary of State.

7. Capital Contributions

• The initial capital contributions of each partner are as follows:
  • [Partner Name 1]: [Amount of Cash] in cash and/or [Description of Property] valued at [Value of Property].
  • [Partner Name 2]: [Amount of Cash] in cash and/or [Description of Property] valued at [Value of Property].
  • [Partner Name 3]: [Amount of Cash] in cash and/or [Description of Property] valued at [Value of Property] (if applicable).
• Additional Capital Contributions:
  • Option A: Additional capital contributions will be required as determined by a [Percentage]% vote of the partners.
  • Option B: Additional capital contributions are not permitted except by unanimous written consent of all partners.

8. Limited Liability

• Pursuant to New Mexico law, the partners of this LLP shall have limited liability. No partner shall be personally liable for the debts, obligations, or liabilities of the Partnership or another partner, except as otherwise provided by statute or for their own wrongful acts.

9. Management

• Management of the Partnership shall be vested in the partners. Each partner shall have the authority to act on behalf of the Partnership in the ordinary course of business.
  • Option A: Certain actions, including but not limited to [List of Extraordinary Actions], shall require the approval of [Percentage]% of the partners.
  • Option B: Specific roles and responsibilities are assigned as follows: [Partner Name 1]: [Responsibilities], [Partner Name 2]: [Responsibilities].

10. Meetings

• Regular meetings of the partners shall be held [Frequency]. Notice of meetings shall be given at least [Number] days prior to the meeting date.
  • Option A: Quorum for meetings shall consist of [Percentage]% of the partners.
  • Option B: All partners must be present for a quorum.

11. Profit and Loss Allocation

• Profits and losses shall be allocated among the partners in proportion to their capital contributions.
  • Option A: Profits and losses shall be allocated as follows: [Partner Name 1]: [Percentage]%, [Partner Name 2]: [Percentage]%, [Partner Name 3]: [Percentage]% (if applicable).
  • Option B: All allocations shall comply with Subchapter K of the Internal Revenue Code.

12. Distributions

• Distributions of cash or other assets shall be made to the partners as determined by the partners.
  • Option A: Distributions shall be made [Frequency, e.g., quarterly, annually].
  • Option B: Distributions will be made only upon unanimous agreement of the partners.

13. Tax Matters Partner

• The Tax Matters Partner (or Partnership Representative) for federal and New Mexico tax purposes shall be [Partner Name].

14. New Mexico Tax Compliance

• The Partnership shall comply with all applicable New Mexico tax requirements, including registration for Gross Receipts Tax, withholding or composite filings for non-resident partners, and filing partnership informational returns (PTE).

15. Admission of New Partners

• New partners may be admitted to the Partnership only with the unanimous written consent of all existing partners.
  • Option A: The terms and conditions of admission, including capital contribution and ownership percentage, shall be negotiated and documented in writing.
  • Option B: New partners will only be admitted following a buy-in valuation process performed by [Third Party].

16. Withdrawal/Expulsion

• A partner may voluntarily withdraw from the Partnership upon [Number] months' written notice to the other partners.
  • Option A: A partner may be involuntarily expelled from the Partnership for cause, as determined by a [Percentage]% vote of the remaining partners. "Cause" shall include [Definition of Cause].
  • Option B: Upon withdrawal or expulsion, the departing partner shall be entitled to receive the value of their partnership interest, as determined by [Valuation Method].

17. Indemnification

• The Partnership shall indemnify each partner, manager, and employee against liabilities and expenses incurred in connection with the Partnership's business, except in cases of gross negligence, fraud, or willful misconduct.

18. Insurance

• The Partnership shall maintain insurance coverage appropriate for its business, including [Types of Insurance, e.g., professional liability, general liability].
  • Option A: The cost of insurance shall be allocated among the partners in proportion to their ownership percentages.
  • Option B: The cost of insurance will be paid from the Partnership's general funds.

19. Accounting

• The Partnership's fiscal year shall end on [Date]. The Partnership's books and records shall be maintained at the principal place of business and shall be open to inspection by any partner.
  • Option A: The Partnership shall prepare annual financial statements, which shall be reviewed by [Accountant Name/Firm].
  • Option B: The partnership will undergo an independent audit every [Number] years.

20. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., negotiation, mediation, arbitration]. The venue for any such resolution shall be [City, State]. This agreement is governed by New Mexico law.

21. Amendment

• This Agreement may be amended only by a written instrument signed by all of the partners. Any amendment must be filed with the New Mexico Secretary of State if it impacts the partnership's registration information.

22. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events: [List of Dissolution Events, e.g., agreement of all partners, death or withdrawal of a partner (subject to continuation agreement), operation of law]. Upon dissolution, the assets of the Partnership shall be distributed in accordance with New Mexico law.

23. Representations and Warranties

• Each partner represents and warrants that they have the authority to enter into this Agreement, that this Agreement does not conflict with any other agreement to which they are a party, and that they are in good standing under New Mexico law.

24. Industry Specific Regulations

• The Partnership shall comply with all industry-specific New Mexico licensing, ethics, and continuing education/conduct regulations applicable to the Partnership's business, including [Specific Regulations/Licenses].

25. Confidentiality/Non-Compete

• Each partner agrees to hold confidential all information relating to the Partnership's business.
  • Option A: Each partner agrees not to compete with the Partnership for a period of [Number] years following their withdrawal from the Partnership, within a radius of [Number] miles of the Partnership's principal place of business.
  • Option B: Specific confidentiality and non-compete obligations are outlined in Exhibit A.

26. Notices

• All notices and communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses listed in Section 1.

27. Severability

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

28. 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.

29. Waiver

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

30. Assignability

• This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns, except that no partner may assign their interest in the Partnership without the consent of all other partners.

31. Annual Registration

• The Partnership shall comply with all New Mexico annual registration filings, fee payment, and ongoing public disclosure requirements for LLP status maintenance.

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

____________________________
[Partner Name 1]

____________________________
[Partner Name 2]

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[Partner Name 3] (if applicable)