New York limited liability partnership agreement template

New York Limited Liability Partnership Agreement

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

1. Parties:

* [Partner 1 Name], residing at [Partner 1 Address] and having a business address at [Partner 1 Business Address], contact details: [Partner 1 Phone Number], [Partner 1 Email Address] (hereinafter "Partner 1").

* [Partner 2 Name], residing at [Partner 2 Address] and having a business address at [Partner 2 Business Address], contact details: [Partner 2 Phone Number], [Partner 2 Email Address] (hereinafter "Partner 2").

* [Partner 3 Name], residing at [Partner 3 Address] and having a business address at [Partner 3 Business Address], contact details: [Partner 3 Phone Number], [Partner 3 Email Address] (hereinafter "Partner 3").

Each party is identified as a Partner in this Limited Liability Partnership (LLP) under New York law.

2. Formation:

* This Agreement is entered into pursuant to Article 8-B of the New York Partnership Law.

* The Certificate of Registration as an LLP was filed with the Department of State of the State of New York on [Date of Filing] in [Name of County]. Filing number is [Filing Number].

3. Name and Principal Place of Business:

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

* The principal office of the LLP in New York shall be located at [Principal Office Address].

* Additional business locations:

* Option A: The LLP may operate additional business locations at [Additional Business Location 1], [Additional Business Location 2].

* Option B: The LLP will not operate any additional business locations.

* The registered agent for service of process in New York is [Registered Agent Name], located at [Registered Agent Address].

4. Business Purpose:

* The purpose of the LLP is to engage in the business of [Specific Business Purpose].

* Licensed Activities: The LLP will engage in the following specific licensed activities: [List of Licensed Activities]. This may include, but is not limited to, the practice of [Profession, e.g., Law, Accountancy], which is subject to regulation by [Regulatory Body, e.g., New York State Bar Association, New York State Education Department].

* Geographic Scope:

* Option A: The LLP will operate primarily within the State of New York.

* Option B: The LLP will operate within the State of New York and [List of other states/countries].

5. Capital Contributions:

* Partner [Partner Name] shall contribute the following initial capital:

* Option A: [Dollar Amount] in cash.

* Option B: [Description of Property] valued at [Dollar Amount].

* Method of Contribution: All contributions shall be made to the LLP’s bank account at [Bank Name] within [Number] days of the effective date of this Agreement.

* Valuation Protocol:

* Option A: Property contributions will be valued at fair market value as determined by an independent appraiser chosen by mutual agreement of the Partners.

* Option B: Property contributions will be valued as agreed upon by all Partners and documented in Exhibit A.

* Additional Contributions:

* Option A: No additional capital contributions will be required.

* Option B: Additional capital contributions may be required as determined by a majority vote of the Partners. If required, each Partner will contribute in proportion to their percentage interest.

* Capital Account Maintenance: Capital accounts will be maintained in accordance with IRS and New York partnership taxation rules.

6. Percentage Interests and Allocation of Profits, Losses, and Distributions:

* The Partners’ percentage interests are as follows:

* [Partner 1 Name]: [Percentage]%

* [Partner 2 Name]: [Percentage]%

* [Partner 3 Name]: [Percentage]%

* Profits and losses shall be allocated among the Partners in proportion to their percentage interests.

* Special Allocations:

* Option A: There are no special allocations.

* Option B: [Description of Special Allocation, e.g., guaranteed payments] to [Partner Name].

* Distributions shall be made to the Partners in proportion to their percentage interests at such times and in such amounts as determined by the Partners.

7. Tax Matters:

* The LLP will file annual federal and New York State partnership tax returns.

* The Tax Matters Partner is [Tax Matters Partner Name].

* Schedules K-1 will be provided to each Partner by [Date] each year.

* The LLP will comply with all applicable NYC UBT regulations, if applicable.

* The LLP will comply with all applicable sales tax and withholding obligations.

* Partners shall have access to all tax information necessary for the preparation of their individual tax returns.

8. Governance and Management:

* Management Committee: The LLP will be managed by a Management Committee consisting of [Number] members, who shall be the Partners.

* Appointment and Removal of Managing Partners:

* Option A: The Partners shall act as co-managing partners.

* Option B: A Managing Partner shall be selected by a [Majority/Supermajority] vote of the Partners and may be removed by a similar vote. The Managing Partner's responsibilities will be [Description of Responsibilities].

* Day-to-Day Decision-Making Authority: Day-to-day decisions shall be made by [Individual Partner/Management Committee/Designated Individual].

* Limitations on Partner Actions: No Partner shall have the authority to bind the LLP to any obligation exceeding [Dollar Amount] without the consent of [Majority/Supermajority] of the Partners.

* Reserved Matters: The following matters require [Supermajority/Unanimous] consent of the Partners:

* Amending this Agreement.

* Admitting new partners.

* Selling substantially all of the assets of the LLP.

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

* Voting: Each Partner shall have a voting weight equivalent to their percentage interest.

9. Meetings and Records:

* Regular meetings of the Partners shall be held [Frequency, e.g., monthly, quarterly].

* Special meetings may be called by any Partner with [Number] days’ notice.

* Notice of all meetings shall be given to each Partner in writing, via email or certified mail, at least [Number] days prior to the meeting.

* Minutes of all meetings shall be taken and maintained by [Designated Individual].

* Partners shall have access to all books and records of the LLP in accordance with New York Partnership Law.

10. Admission of New Partners:

* New partners may be admitted to the LLP with the [Majority/Supermajority/Unanimous] consent of the existing Partners.

* Due diligence will be conducted on any potential new partner.

* Any new partner must execute a joinder agreement to this Agreement.

* The admission of a new partner may affect the existing partners' percentage interests, as determined by [Negotiation/Amendment of Agreement].

11. Transfer of Partnership Interests:

* No Partner may transfer their partnership interest without the [Majority/Supermajority/Unanimous] consent of the other Partners.

* The LLP shall have a right of first refusal to purchase the interest of any Partner seeking to transfer their interest.

* Valuation Mechanism: The value of the transferring partner's interest shall be determined by [Appraisal/Agreed Upon Value/Formula].

* An assignee of a partnership interest shall not be admitted as a substitute partner without the consent of [Majority/Supermajority/Unanimous] of the Partners.

12. Liability Limitations:

* Pursuant to New York law, partners of this LLP shall not be personally liable for the debts, obligations, or liabilities of the LLP solely by reason of being such a partner. This limitation does not protect partners from liability for their own acts, errors, or omissions, or for those under their direct supervision and control.

* Professional Liability Insurance: The LLP shall maintain professional liability insurance (or a dedicated fund equivalent to such insurance) in compliance with New York law, with minimum limits of [Dollar Amount]. Proof of such insurance is attached as Exhibit B.

13. Indemnification:

* The LLP shall indemnify its partners, managers, employees, and agents to the fullest extent permitted by New York law.

* Malpractice Insurance: The LLP shall maintain malpractice insurance adequate to cover potential liabilities, especially if operating as a professional LLP.

14. Withdrawal, Retirement, and Expulsion:

* A Partner may withdraw from the LLP by providing [Number] days’ written notice to the other Partners.

* Retirement: A Partner may retire from the LLP in accordance with the terms set forth in [Schedule/Section].

* Expulsion: A Partner may be expelled from the LLP for cause, as defined by [New York Professional Regulations/Firm-Specific Standards]. Causes for expulsion include, but are not limited to: [List Causes, e.g., Gross Negligence, Breach of Fiduciary Duty].

* Impact on Capital and Profit Allocations: Upon withdrawal, retirement, or expulsion, the withdrawing Partner’s capital account and any unpaid profit allocations shall be treated in accordance with the following provisions: [Description of Treatment].

* Buy-Out Terms:

* Valuation: The value of the withdrawing partner’s interest shall be determined by [Appraisal/Agreed Upon Value/Formula].

* Payment: The buy-out amount shall be paid to the withdrawing partner in [Number] installments over [Number] months/years.

15. Dissolution:

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

* A [Majority/Supermajority/Unanimous] vote of the Partners.

* Any event causing dissolution under New York Partnership Law.

* Bankruptcy of the LLP.

* Loss of required licenses for professional LLPs.

* Winding-Up Process: Upon dissolution, the LLP shall wind up its affairs in accordance with New York law.

* Final Distributions: Final distributions shall be made to the Partners in accordance with their capital account balances and percentage interests, after payment of all debts and liabilities.

* Notice to Creditors and Government Agencies: Notice of dissolution shall be given to all creditors and relevant government agencies.

* Liquidating Partner: [Partner Name] is designated as the Liquidating Partner.

16. Dispute Resolution:

* Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State].

* If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, held in [City, State].

* Venue: The venue for any arbitration or legal proceeding shall be [County, State].

* Judicial Intervention:

* Option A: Judicial intervention is permitted only as required by law.

* Option B: Judicial intervention is not permitted except for enforcement of arbitration awards.

17. Governing Law and Jurisdiction:

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

* Venue: The venue for any legal action arising out of or relating to this Agreement shall be [County, New York].

* Service of Process: All Partners agree to service of process in accordance with New York rules of civil procedure.

18. Confidentiality, Non-Competition, and Intellectual Property:

* Confidentiality: Each Partner shall maintain the confidentiality of all confidential information of the LLP.

* Non-Competition: During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall engage in any business that competes with the business of the LLP within [Geographic Area]. This is subject to reasonable limitations under New York law.

* Intellectual Property: All intellectual property developed by the LLP shall be owned by the LLP.

19. Partner Duties:

* Each Partner shall owe a duty of loyalty, care, and non-competition to the LLP, as interpreted under New York law.

* Prohibited Conflicts of Interest: No Partner shall engage in any transaction that conflicts with the interests of the LLP without the informed consent of the other Partners.

* Outside Business Activities: Partners must disclose all outside business activities to the other Partners.

20. Filings and Certifications:

* The LLP shall file annual statements with the New York Department of State as required by law.

* The LLP will comply with all applicable publication requirements for new LLPs.

* The LLP shall maintain all required business and professional registrations.

21. Specific Industry Regulations:

* The LLP shall comply with all applicable New York statutes and regulations relating to its specific industry, including but not limited to [List of Specific Regulations, e.g., Continuing Legal Education requirements for law firms, peer review requirements for accounting firms].

22. Amendments:

* This Agreement may be amended only by a written instrument signed by [Majority/Supermajority/Unanimous] of the Partners.

23. Insurance Coverage:

* The LLP shall maintain adequate insurance coverage, including professional liability insurance, as required by New York law and regulations.

* Insurance Records: Records of all insurance policies shall be maintained by [Designated Individual].

24. Prohibited Conduct:

* Any Partner engaging in unlicensed practice, regulatory violations, or illegal acts shall be subject to expulsion from the LLP and referral to appropriate authorities, as required by New York law.

25. Electronic Communication and Notice:

* All notices and other communications hereunder shall be in writing and may be given by personal delivery, email, or certified mail to the addresses set forth in Section 1. Electronic communications shall be deemed delivered in accordance with New York rules of evidence and e-signature law.

26. Severability:

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

27. Exhibits:

* Exhibit A: Initial Partner Capital Contributions

* Exhibit B: Insurance Certificates

* Exhibit C: Copy of Certificate of Registration

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

[Partner 1 Name]

Signature: ____________________________

[Partner 1 License Number (If applicable)]

[Partner 2 Name]

Signature: ____________________________

[Partner 2 License Number (If applicable)]

[Partner 3 Name]

Signature: ____________________________

[Partner 3 License Number (If applicable)]