Oklahoma limited liability partnership agreement template

Oklahoma Limited Liability Partnership Agreement

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

1. Formation of Limited Liability Partnership

Option A: The parties hereby form a limited liability partnership under the laws of the State of Oklahoma, specifically the Oklahoma Uniform Partnership Act, 54 O.S. § 1A-101 et seq.

Option B: The Partners desire to continue operating their existing partnership as a limited liability partnership under the laws of the State of Oklahoma and agree to convert their current partnership into an Oklahoma Limited Liability Partnership pursuant to 54 O.S. § 1A-1001.

2. Name of Partnership

The name of the limited liability partnership shall be [LLP Name], an Oklahoma Limited Liability Partnership (the "Partnership"). The Partnership name must comply with Oklahoma law regarding limited liability partnership names, including the inclusion of the words “Limited Liability Partnership” or the abbreviation “LLP”.

3. Registered Agent and Office

The registered agent of the Partnership in the State of Oklahoma shall be [Registered Agent Name].

The registered office of the Partnership in the State of Oklahoma shall be located at [Registered Office Address].

4. Partners

The initial partners of the Partnership are as follows:

[Partner 1 Full Legal Name], residing at [Partner 1 Oklahoma Address]

[Partner 2 Full Legal Name], residing at [Partner 2 Oklahoma Address]

[Partner 3 Full Legal Name], residing at [Partner 3 Oklahoma Address] (Add additional partners as needed.)

Each Partner is admitted as a registered partner in accordance with Oklahoma law.

5. Business Purpose and Scope

The purpose of the Partnership is to engage in the following business: [Description of Business Purpose]. The Partnership shall be limited to these activities.

The North American Industry Classification System (NAICS) code for the Partnership's primary business activity is [NAICS Code].

6. Principal Place of Business

The principal place of business of the Partnership in Oklahoma shall be located at [Principal Place of Business Address].

The Partnership may also maintain additional business locations at [Additional Business Addresses].

7. Term

Option A: The term of the Partnership shall commence on the date of this Agreement and shall continue in perpetuity 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.

8. Capital Contributions

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

[Partner 1 Full Legal Name]: [Amount] in cash.

[Partner 2 Full Legal Name]: [Description of Property], valued at [Amount]. The valuation method used was [Valuation Method].

[Partner 3 Full Legal Name]: [Description of Services], valued at [Amount].

Option A: No Partner shall be required to make any additional capital contributions to the Partnership.

Option B: Additional capital contributions may be required upon a [Majority/Supermajority] vote of the Partners. The amount and timing of such contributions shall be determined by the Partners.

9. Ownership Interests

The ownership interests of the Partners in the Partnership shall be as follows:

[Partner 1 Full Legal Name]: [Percentage]%

[Partner 2 Full Legal Name]: [Percentage]%

[Partner 3 Full Legal Name]: [Percentage]%

10. Allocation of Profits and Losses

Option A: Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective ownership interests.

Option B: Profits and losses of the Partnership shall be allocated as follows:

[Partner 1 Full Legal Name]: [Percentage]%

[Partner 2 Full Legal Name]: [Percentage]%

[Partner 3 Full Legal Name]: [Percentage]%

The Partnership intends to be treated as a partnership for federal income tax purposes under Subchapter K of the Internal Revenue Code.

The Partnership will provide each partner with a Schedule K-1 for tax reporting purposes.

11. Distributions

Distributions of cash or other assets of the Partnership shall be made to the Partners at such times and in such amounts as determined by the Partners, consistent with the allocation of profits and losses.

Distributions shall be made in proportion to the Partners' respective ownership interests unless otherwise agreed.

12. Management

Option A: Each Partner shall have equal rights in the management and conduct of the Partnership's business, consistent with Oklahoma law.

Option B: The management of the Partnership shall be vested in a management committee consisting of [List of Partners on Management Committee].

Each Partner shall have the authority to bind the Partnership in the ordinary course of business, unless otherwise limited by this Agreement.

13. Decision Making and Voting

Decisions regarding the management and operation of the Partnership shall be made by a [Majority/Supermajority] vote of the Partners.

A quorum for any meeting of the Partners shall consist of [Number or Percentage]% of the Partners.

Major actions, including but not limited to the extension of credit beyond [Dollar Amount], the sale of assets exceeding [Dollar Amount], mergers, dissolution, and amendments to this Agreement, shall require a [Supermajority/Unanimous] vote of the Partners.

14. Partnership Records

The Partnership shall maintain complete and accurate books and records of account at its principal place of business in Oklahoma.

All Partners shall have access to the Partnership's books and records at all reasonable times.

The Partnership will comply with all requirements for filing annual reports with the Oklahoma Secretary of State.

15. Tax Matters

The Tax Matters Partner of the Partnership shall be [Partner Name].

The Tax Matters Partner shall be responsible for representing the Partnership in all tax matters before the Internal Revenue Service.

The Partnership shall comply with all applicable federal, state, and local tax laws and regulations. The partnership will register with the Oklahoma Tax Commission as required.

16. Admission of New Partners

Option A: New partners may be admitted to the Partnership only upon the unanimous consent of all existing Partners.

Option B: New partners may be admitted to the Partnership upon a [Majority/Supermajority] vote of the existing Partners.

The terms and conditions of admission of any new Partner shall be set forth in a written amendment to this Agreement.

17. Transfer of Partnership Interests

Option A: No Partner may transfer, assign, pledge, or encumber their interest in the Partnership without the unanimous written consent of all other Partners.

Option B: A Partner desiring to transfer their interest in the Partnership shall first offer it to the other Partners on a pro rata basis at a price and on terms to be determined by [Valuation Method or Appraiser].

Any transfer in violation of this provision shall be null and void.

18. Withdrawal, Resignation, or Expulsion

A Partner may withdraw or resign from the Partnership upon [Number] days' written notice to the other Partners.

A Partner may be expelled from the Partnership for cause, including but not limited to [List of Causes], upon a [Supermajority/Unanimous] vote of the other Partners.

Upon withdrawal, resignation, or expulsion, the withdrawing Partner shall be entitled to receive the fair market value of their interest in the Partnership, to be determined by [Valuation Method or Appraiser].

19. Limited Liability Protection

The Partners intend to operate the Partnership as a limited liability partnership, and to the fullest extent permitted by Oklahoma law, no Partner shall be personally liable for the debts and obligations of the Partnership solely by reason of being a partner, except for their own negligence, wrongful acts, or misconduct. This provision is intended to comply with the Oklahoma LLP statute and protect partners from liability for the actions of other partners or employees.

20. Indemnification and Insurance

The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of the Partner's activities on behalf of the Partnership, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the Partner's own negligence, willful misconduct, or breach of this Agreement.

The Partnership shall maintain adequate insurance coverage, including errors and omissions insurance if applicable, to protect the Partnership and the Partners from liability. The specific types and amounts of insurance shall be determined by the Partners.

21. Fiduciary Duties

Each Partner shall owe to the Partnership and the other Partners the duties of loyalty and care required by Oklahoma law, as modified by this Agreement to the extent permitted by OKLA. STAT. tit. 54, § 1-404.

Option A: The Partners agree that the duty of loyalty shall not be modified.

Option B: The Partners agree to modify the duty of loyalty as follows: [Description of Modifications].

22. Conflict of Interest

Any Partner with a conflict of interest with respect to any matter relating to the Partnership shall disclose such conflict to the other Partners and shall abstain from voting on such matter.

Self-dealing transactions between a Partner and the Partnership shall be permitted only upon the unanimous consent of the other Partners, after full disclosure of all relevant facts and circumstances.

23. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [Oklahoma County, OK], before resorting to litigation.

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [Oklahoma County, OK], in accordance with the rules of the American Arbitration Association.

The laws of the State of Oklahoma shall govern all aspects of the mediation and arbitration.

The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attorneys' fees and costs. Each partner agrees to waive the right to a jury trial.

24. Dissolution and Winding Up

The Partnership may be dissolved upon the occurrence of any of the following events: [List of Dissolution Events, e.g., unanimous consent of the Partners, death or withdrawal of a Partner (subject to continuation provisions), judicial decree].

Upon dissolution, the assets of the Partnership shall be distributed in the following order: (1) to creditors of the Partnership, including Partners who are creditors; (2) to Partners in repayment of capital contributions; and (3) to Partners in proportion to their respective ownership interests. This distribution shall comply with Oklahoma law regarding the winding up of a limited liability partnership.

A final accounting shall be made upon dissolution.

25. Representations and Warranties

Each Partner represents and warrants that they have the legal capacity and authority to enter into this Agreement, and that this Agreement does not violate any other agreement to which they are a party.

Each Partner warrants that they will comply with all applicable state and federal laws and regulations.

26. Compliance with Oklahoma Law

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

The Partnership shall comply with all applicable Oklahoma statutes governing limited liability partnerships, tax registration, licensing, and professional regulations.

If applicable, each Partner must hold all required professional licenses under Oklahoma law.

27. Statement of Qualification

The Partnership shall maintain a current statement of qualification on file with the Oklahoma Secretary of State, as required by Oklahoma law. The Partnership will ensure compliance with all renewal filings.

28. Severability

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

29. Governing Law

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

30. Amendment

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

31. 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.

32. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

[Partner 1 Full Legal Name]

____________________________

Signature

[Partner 2 Full Legal Name]

____________________________

Signature

[Partner 3 Full Legal Name]

____________________________

Signature

(Add signature blocks for additional partners as needed)