North Dakota limited liability partnership agreement template

North Dakota Limited Liability Partnership Agreement

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

RECITALS

WHEREAS, the Partners desire to form a limited liability partnership under the North Dakota Uniform Partnership Act (NDUPA), N.D.C.C. 45-13-01 et seq.; and

WHEREAS, the Partners believe that this Agreement represents their entire understanding with respect to the formation and operation of the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

1. Formation and Name

• The Partners hereby form a limited liability partnership (the "Partnership") under the laws of the State of North Dakota.
• The name of the Partnership shall be [Partnership Name].

• Option A: The Partnership shall operate under its registered name only.
• Option B: The Partnership may also operate under the assumed name(s) of [Assumed Name(s)], properly registered with the North Dakota Secretary of State.

2. Principal Place of Business

• The principal place of business of the Partnership shall be located at [Address], [City], North Dakota, [Zip Code].

• Option A: The Partnership may establish additional places of business as determined by the Managing Partners.
• Option B: The Partnership shall only operate from the principal place of business listed above, without establishing additional locations.

3. Partners

• The initial partners of the Partnership are:

• [Partner 1 Name], residing at [Partner 1 Address], [Partner 1 City], North Dakota, [Partner 1 Zip Code], Social Security Number/EIN [Partner 1 SSN/EIN].
• [Partner 2 Name], residing at [Partner 2 Address], [Partner 2 City], North Dakota, [Partner 2 Zip Code], Social Security Number/EIN [Partner 2 SSN/EIN].
• [Partner 3 Name], residing at [Partner 3 Address], [Partner 3 City], North Dakota, [Partner 3 Zip Code], Social Security Number/EIN [Partner 3 SSN/EIN].

• Option A: Each partner represents that they are of legal age and have the legal capacity to enter into this agreement.
• Option B: Any partner acting as a legal entity is authorized to conduct business in North Dakota.

4. Business Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business].

• Option A: The Partnership may engage in any lawful activity permitted under North Dakota law.
• Option B: The Partnership is specifically limited to the business purpose described above and shall not engage in any other activity without unanimous consent of the Partners.

5. Term

• The term of the Partnership shall commence on the effective date of this Agreement and shall continue:

• Option A: For a definite term of [Number] years, expiring on [Date].
• Option B: Until terminated as provided in this Agreement.
• Option C: Until the completion of the [Project Name] project.

6. Formation and Registration

• The Partners shall execute and file a Statement of Qualification with the North Dakota Secretary of State as required by N.D.C.C. 45-13.

• Option A: Partner [Partner Name] is designated to be responsible for filing the Statement of Qualification.
• Option B: All partners are jointly responsible for ensuring the timely filing of the Statement of Qualification.

7. Capital Contributions

• The initial capital contributions of the Partners shall be as follows:

• [Partner 1 Name]: [Amount] (Cash/Property/Services)
• [Partner 2 Name]: [Amount] (Cash/Property/Services)
• [Partner 3 Name]: [Amount] (Cash/Property/Services)

• Option A: Additional capital contributions may be required as determined by a majority vote of the Partners.
• Option B: No additional capital contributions shall be required unless unanimously agreed upon by all Partners.

8. Ownership and Partner Interest Allocation

• The percentage of ownership and partner interest allocation shall be as follows:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]%

• Option A: Profits and losses shall be allocated in proportion to each Partner’s ownership percentage.
• Option B: Profits and losses shall be allocated as follows: [Specific Allocation Arrangement].

9. Management

• The management of the Partnership shall be vested in:

• Option A: All Partners, with each Partner having equal rights in the management and conduct of the Partnership business.
• Option B: The following Managing Partners: [List of Managing Partners].

• Option A: Decisions shall be made by majority vote of the Partners.
• Option B: Certain major decisions, such as [List of Major Decisions], shall require unanimous consent of the Partners.

10. Decision-Making and Meetings

• Regular meetings of the Partners shall be held:

• Option A: Quarterly, on the [Day] of [Month].
• Option B: As needed, upon [Number] days' notice.

• Option A: Meetings may be held in person or remotely via teleconference or video conference.
• Option B: Physical meetings will be held at [Location].

11. Authority to Bind

• Each Partner shall have the authority to bind the Partnership in the ordinary course of business.

• Option A: The following actions require approval by a majority of the Partners: [List of actions].
• Option B: No single partner may obligate the partnership for more than [Dollar Amount] without the consent of at least [Number] partners.

12. Financial Management and Accounting

• The fiscal year of the Partnership shall end on [Date].
• The Partnership shall maintain its books and records using the [Cash/Accrual] method of accounting.

• Option A: The Partnership shall appoint [Name] as the Tax Matters Partner/Partnership Representative for federal and North Dakota tax purposes.
• Option B: The Partnership shall engage an independent accounting firm to prepare annual financial statements.

13. Profit, Loss, and Distribution Allocations

• Profits and losses shall be allocated among the Partners in proportion to their ownership percentages as outlined in Section 8.
• Distributions shall be made to the Partners:

• Option A: Quarterly.
• Option B: Annually.
• Option C: As determined by the Managing Partners, subject to the availability of funds.

14. Tax Withholding

• The Partnership shall comply with all applicable North Dakota tax withholding obligations for both resident and nonresident partners.

• Option A: The partnership will file a composite return for all non-resident partners.
• Option B: The partnership will supply all necessary information to each partner to comply with North Dakota tax law.

15. Indemnification and Waiver of Liability

• The Partnership shall indemnify each Partner to the fullest extent permitted by North Dakota law.

• Option A: No partner will be liable for the actions of another partner outside the ordinary course of business.
• Option B: The partnership will maintain insurance to cover potential partner liability.

16. Insurance

• The Partnership shall maintain adequate liability insurance to protect the assets of the Partnership and its Partners.
• The insurance policy shall cover the amount of [Amount].

• Option A: The partnership shall maintain professional liability insurance.
• Option B: The Partnership shall also maintain worker’s compensation insurance.

17. Admission of New Partners

• New Partners may be admitted to the Partnership with the consent of:

• Option A: All existing Partners.
• Option B: A [Percentage]% majority of the existing Partners.

• The process for admitting a new partner requires updating the Statement of Qualification with the North Dakota Secretary of State.

18. Withdrawal, Resignation, Expulsion, Death, Bankruptcy, or Retirement of a Partner

• A Partner may withdraw from the Partnership upon providing [Number] days' written notice to the other Partners.
• Upon withdrawal, resignation, expulsion, death, bankruptcy, or retirement of a partner, the remaining partners may either dissolve the partnership or continue the partnership with a modified agreement.

• Option A: The withdrawing partner shall be entitled to receive the fair market value of their partnership interest as of the date of withdrawal, as determined by [Valuation Method].
• Option B: The withdrawn partner will only be entitled to their capital account balance.

19. Transfer of Partnership Interests

• A Partner may not transfer, assign, or pledge their partnership interest without the consent of:

• Option A: All remaining Partners.
• Option B: A [Percentage]% majority of the remaining Partners.

• The other partners have a right of first refusal for any offered partnership interest.

20. Dissolution

• The Partnership may be dissolved upon the occurrence of any of the following events:
• Mutual agreement of all Partners.
• Bankruptcy of a Partner.
• The illegality of the Partnership's business.

• Option A: Upon dissolution, the assets of the Partnership shall be liquidated and distributed in accordance with North Dakota law.
• Option B: The partners may elect to continue the partnership, in which case the withdrawing partner's share will be purchased by the remaining partners.

21. Dispute Resolution

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

• Option A: Mediation in [City], North Dakota.
• Option B: Binding arbitration in [City], North Dakota, in accordance with the rules of the American Arbitration Association.

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

22. Amendment

• This Agreement may be amended only by a written instrument signed by:

• Option A: All Partners.
• Option B: A [Percentage]% majority of the Partners.

• Any amendment must be filed with the North Dakota Secretary of State if it affects the information on the Statement of Qualification.

23. Compliance with Laws

• The Partners shall comply with all applicable North Dakota laws, rules, and regulations in the operation of the Partnership.

• Option A: Each partner will be responsible for obtaining all licenses related to their portion of the business.
• Option B: The partnership will maintain a list of all licenses that are held by the partners.

24. Confidentiality

• Each Partner shall maintain the confidentiality of the Partnership's confidential information.
• This section remains in effect after the dissolution of the partnership.

• Option A: Confidential information includes customer lists, financial data, and trade secrets.
• Option B: Confidential information does not include information that becomes publicly available through no fault of a partner.

25. Access to Books and Records

• Each Partner shall have access to the Partnership's books and records.
• The records shall be maintained at the partnership headquarters.

• Option A: Partners may be required to provide reasonable notice before accessing the records.
• Option B: Only the managing partner is authorized to release sensitive financial documents.

26. Registered Agent

• The registered agent of the Partnership in North Dakota is [Registered Agent Name], located at [Registered Agent Address].
• The partnership must always have a registered agent in North Dakota.

27. Allocation of Liabilities

• All liabilities of the Partnership shall be allocated among the Partners in proportion to their ownership percentages as outlined in Section 8.
• Each partner's financial liability is limited to their initial investment.

• Option A: Partners will be jointly and severally liable for all partnership debts.
• Option B: Any partner found liable for partnership debts will be indemnified by the partnership.

28. Authority to Contract

• The Partnership shall have the authority to enter into contracts, borrow money, and grant security interests.
• Any single contract over the amount of [Amount] needs to be approved by a majority vote.

• Option A: All partners have the authority to sign checks from the partnership's accounts.
• Option B: Only the managing partner has the authority to sign checks from the partnership's accounts.

29. Signatures

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

• _______________________________
  [Partner 1 Name]

• _______________________________
  [Partner 2 Name]

• _______________________________
  [Partner 3 Name]