Ohio limited liability partnership agreement template

Ohio Limited Liability Partnership Agreement

This Ohio Limited Liability Partnership Agreement (the “Agreement”) is made and entered into as of [Date], by and among the parties listed below, intending to form a limited liability partnership under the laws of the State of Ohio.

1. Formation of Limited Liability Partnership

The parties hereby agree to form a limited liability partnership (LLP) pursuant to the provisions of Chapter 1776 of the Ohio Revised Code (ORC) and any successor statutes.

The parties are:

• [Partner 1 Name], residing at [Partner 1 Address]
• [Partner 2 Name], residing at [Partner 2 Address]
• [Partner 3 Name], residing at [Partner 3 Address] (Add additional partners as needed)

2. Partner Status

Option A: All partners shall be limited liability partners.

Option B: The partners’ status is as follows:

• [Partner Name]: General Partner
• [Partner Name]: Limited Liability Partner

3. Business Purpose

The purpose of the Partnership is to engage in the following business: [Describe Business Purpose].

The permitted scope of activities is limited to: [Describe Scope of Activities].

4. Principal Place of Business

The principal place of business of the Partnership in Ohio shall be located at: [Address].

5. Term

Option A: The term of the Partnership shall commence on the date of this Agreement and shall continue perpetually unless sooner terminated as provided herein.

Option B: The term of the Partnership shall commence on the date of this Agreement and shall continue for a period of [Number] years, unless sooner terminated as provided herein. Renewal requires a [Percentage]% vote of the partners.

6. Registered Agent

The registered agent of the Partnership in Ohio shall be: [Registered Agent Name].

The registered office address in Ohio shall be: [Registered Office Address].

7. Initial Capital Contributions

Each partner shall contribute the following capital to the Partnership:

• [Partner 1 Name]: [Amount] (Cash), [Description] (Property), [Description] (Services)
• [Partner 2 Name]: [Amount] (Cash), [Description] (Property), [Description] (Services)
• [Partner 3 Name]: [Amount] (Cash), [Description] (Property), [Description] (Services) (Add additional partners as needed)

Option A: Future Capital Contributions: Additional capital contributions shall be required only upon a [Percentage]% vote of the partners.

Option B: Future Capital Contributions: Additional capital contributions will not be required.

8. Ownership Percentages

The ownership percentages of the partners shall be as follows:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]% (Add additional partners as needed)

9. Rights and Responsibilities of Partners

Each partner shall have the right to participate in the management and control of the Partnership.

Option A: Voting Rights: Routine decisions shall be made by a simple majority vote. Extraordinary decisions shall require a [Percentage]% vote.

Option B: Voting Rights: All decisions require unanimous consent.

10. Management Structure

Option A: The Partnership shall be managed by all of the partners.

Option B: [Partner Name] shall be the Managing Partner. The Managing Partner has the authority to: [Describe Authority].

11. Partner Meetings

Partner meetings shall be held [Frequency].

Notice of meetings shall be given at least [Number] days prior to the meeting.

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

12. Profit and Loss Allocation

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:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]% (Add additional partners as needed)

13. Admission of New Partners

New partners may be admitted to the Partnership upon a [Percentage]% vote of the existing partners.

14. Transfer of Partnership Interests

No partner may transfer, sell, or assign their partnership interest without the prior written consent of [Percentage]% of the other partners. The Partnership and remaining partners retain a right of first refusal.

15. Withdrawal and Expulsion of Partners

A partner may voluntarily withdraw from the Partnership by giving [Number] days written notice to the other partners.

A partner may be involuntarily expelled from the Partnership for [Reasons] upon a [Percentage]% vote of the other partners.

16. Liability Provisions

Pursuant to Ohio Revised Code Section 1776.82, no partner is personally liable for the debts and obligations of the Partnership solely by reason of being a partner. This does not protect against liability for a partner’s own negligence, wrongful acts, or misconduct.

17. Insurance Coverage

The Partnership shall maintain the following insurance coverage: [Type of Insurance] in the amount of [Amount].

18. Books and Records

The Partnership shall maintain its books and records at its principal place of business in Ohio. All partners shall have the right to inspect and copy the books and records.

19. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Ohio.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Ohio.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

21. Dissolution

The Partnership may be dissolved upon a [Percentage]% vote of the partners or upon the occurrence of any event that makes it unlawful or impossible to carry on the business of the Partnership.

22. Non-Competition and Confidentiality

During the term of this Agreement and for a period of [Number] years after termination, no partner shall engage in any business that competes with the business of the Partnership within [Area].

All partners shall maintain the confidentiality of the Partnership’s confidential information.

23. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage]% of the partners.

24. Ohio Compliance

The parties agree to comply with all applicable laws, rules, and regulations of the State of Ohio, including but not limited to ORC Chapter 1776, and all tax filing requirements.

25. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Each partner acknowledges that they have had the opportunity to seek independent legal counsel regarding this Agreement.

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] (Add additional partners as needed)