North Carolina limited liability partnership agreement template

North Carolina Limited Liability Partnership Agreement

This North Carolina Limited Liability Partnership Agreement (the “Agreement”) is made and effective as of [Date], by and among the parties listed below.

[Partner 1 Name], residing at [Partner 1 Address]

[Partner 2 Name], residing at [Partner 2 Address]

[Partner 3 Name], residing at [Partner 3 Address] (if applicable)

These parties agree to form a limited liability partnership (the “LLP”) under the laws of the State of North Carolina, specifically N.C.G.S. Chapter 59.

The registered office of the LLP in North Carolina shall be located at: [Registered Office Address].

The registered agent for the LLP in North Carolina shall be: [Registered Agent Name], residing at [Registered Agent Address].

1. Partnership Name

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

2. Business Purpose

The business purpose of the LLP is to: [Detailed Description of Business Purpose].

Option A: The LLP may engage in any lawful activity permitted under the laws of North Carolina.

Option B: The LLP's activities are strictly limited to the stated business purpose above.

The principal place of business in North Carolina shall be located at: [Primary Business Address].

Secondary Address (if applicable): [Secondary Business Address]

3. Term

The term of the partnership shall be:

Option A: Perpetual, commencing on [Start Date].

Option B: A fixed term of [Number] years, commencing on [Start Date], unless sooner terminated as provided herein. The term shall be automatically renewed for successive [Number] year periods unless written notice of non-renewal is provided by [Number]% of the partners at least [Number] days prior to the expiration of the current term.

4. Capital Contributions

Each partner shall contribute the following capital to the LLP:

[Partner 1 Name]: [Amount] in cash, [Description of Property], and/or [Description of Services]. Value of Property/Services: [Dollar Value].

[Partner 2 Name]: [Amount] in cash, [Description of Property], and/or [Description of Services]. Value of Property/Services: [Dollar Value].

[Partner 3 Name]: [Amount] in cash, [Description of Property], and/or [Description of Services]. Value of Property/Services: [Dollar Value]. (if applicable)

Schedule for Future Contributions:

[Partner Name]: [Amount] by [Date].

Obligation for future funding: [Specify obligation for all partners]

Procedures for failure to contribute: [Specify procedure for failure to contribute]

5. Profit and Loss Allocation & Distributions

The profits and losses of the LLP shall be allocated among the partners as follows:

Option A: In proportion to their respective capital contributions.

Option B: [Partner 1 Name]: [Percentage]%, [Partner 2 Name]: [Percentage]%, [Partner 3 Name]: [Percentage]%. (if applicable)

Option C: Equally.

Distributions shall be made:

Option A: Quarterly, on or about [Date] of each quarter.

Option B: At the discretion of the managing partner(s), subject to compliance with North Carolina Department of Revenue reporting requirements.

Option C: Annually

6. Management

The management of the LLP shall be vested in:

Option A: All partners. Each partner shall have equal rights in the management and conduct of the LLP's business.

Option B: [Partner Name(s)] as managing partner(s).

Voting Thresholds:

Routine Decisions: Majority vote of partners.

Extraordinary Decisions: Unanimous consent of all partners.

Tie-breaking mechanisms: [Describe the tie-breaking mechanism]

Limitations on Partner Authority: No partner shall have the authority to [Specify Limitations].

7. Partner Meetings

Partner meetings shall be held:

Option A: Annually.

Option B: Quarterly.

Option C: As needed, with [Number] days' notice.

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

Electronic Participation:

Option A: Electronic participation is permitted.

Option B: Electronic participation is not permitted.

8. Admission of New Partners

New partners may be admitted with the:

Option A: Unanimous consent of all existing partners.

Option B: Approval of [Number]% of the existing partners.

Background Screening: [Specify if background screening is required, and detail the process.]

9. Withdrawal/Expulsion of Partners

A partner may withdraw/resign from the LLP by providing [Number] days' written notice to the other partners.

Grounds for expulsion:

[List Grounds for Expulsion, e.g., breach of contract, misconduct, etc.]

Buyout Calculation: The buyout price for a withdrawing/expelled partner's interest shall be determined by:

Option A: An independent appraisal.

Option B: Book value.

Option C: As mutually agreed upon by the partners.

Mandatory Repurchase Mechanism: [Specify the mandatory repurchase mechanism].

10. Transfer of Partnership Interests

No partner may transfer or assign their partnership interest without the:

Option A: Unanimous written consent of the other partners.

Option B: Approval of [Number]% of the existing partners.

Right of First Refusal: The remaining partners shall have a right of first refusal to purchase the transferring partner's interest.

11. Limitation of Liability

As an LLP organized under North Carolina law, the partners are protected from personal liability for the obligations of the partnership to the extent provided in N.C.G.S. Chapter 59. However, such protection does not extend to a partner's own negligence, wrongful acts, or misconduct.

Mandatory Insurance:

[Specify any mandatory levels of liability insurance required].

12. Indemnification

The LLP shall indemnify its partners against any and all losses, claims, damages, liabilities, and expenses incurred in connection with the LLP's business, to the fullest extent permitted by North Carolina law.

13. Tax Matters Partner/Partnership Representative

[Partner Name] is designated as the tax matters partner/partnership representative for the LLP. They shall have the authority and responsibility for filing all necessary tax returns and handling any tax audits.

14. Amendment

This Agreement may be amended only by the:

Option A: Unanimous written consent of all partners.

Option B: Approval of [Number]% of the partners.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:

Option A: Internal mediation, followed by binding arbitration in [City, North Carolina].

Option B: Binding arbitration in [City, North Carolina].

Option C: Litigation in the courts of [County], North Carolina.

This agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

16. Dissolution

The LLP may be dissolved upon the:

Option A: Unanimous consent of all partners.

Option B: Approval of [Number]% of the partners.

Other Trigger Events: [Specify any other trigger events for dissolution, e.g., bankruptcy of a partner, etc.].

Procedures for winding up: [Specify procedures for winding up the partnership].

17. Compliance

The LLP shall comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to N.C.G.S. Chapter 59, the North Carolina Revised Uniform Partnership Act, and all applicable professional licensing requirements.

18. Partnership Records

The LLP shall maintain accurate and complete books and records of account at its principal place of business. All partners shall have access to these records.

19. Confidentiality and Non-Competition

Each partner agrees to hold confidential all information relating to the LLP's business and shall not compete with the LLP during the term of this Agreement and for a period of [Number] years thereafter within [Geographic Area].

20. Incapacity/Bankruptcy/Criminal Conviction

In the event of a partner's incapacity, bankruptcy, or conviction of a crime, the remaining partners shall have the right to:

Option A: Purchase the incapacitated/bankrupt/convicted partner's interest.

Option B: Dissolve the LLP.

21. Continuation of Partnership

In the event of a partner's withdrawal or dissociation, the partnership shall continue if:

Option A: The remaining partners unanimously agree to continue the business.

Option B: [Specify other conditions under which the partnership will continue].

The Partnership must then update the Public LLP filing with the North Carolina Secretary of State.

22. Compliance Statement

The partners hereby acknowledge and agree that they have read and understand all the terms and conditions of this Agreement and that this Agreement is intended to comply with all applicable laws of the State of North Carolina, including N.C.G.S. Chapter 59. The Partners must follow all rules under N.C.G.S Chapter 59, the North Carolina Revised Uniform Partnership Act, NC Secretary of State rules for LLP registration and reporting, local tax registration, registered agent service, and timely annual report and renewal filings with state authorities.

23. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching party shall be entitled to:

Option A: Injunctive relief.

Option B: Damages.

Option C: Specific performance.

Signature Blocks

[Partner 1 Name]

____________________________

Signature

Date: ______________________

[Partner 2 Name]

____________________________

Signature

Date: ______________________

[Partner 3 Name]

____________________________

Signature

Date: ______________________ (if applicable)