Oregon limited liability partnership agreement template

Oregon Limited Liability Partnership Agreement

This Oregon Limited Liability Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the partners listed below, to form a limited liability partnership under the laws of the State of Oregon.

Parties

The partners to this Agreement 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 or remove as needed)

Each Partner is an Oregon LLP partner under ORS Chapter 67. Each Partner confirms they meet all eligibility requirements under Oregon law, including for professional LLPs if applicable.

Statement of Qualification

• Option A: The partnership has filed a Statement of Qualification with the Oregon Secretary of State on [Date], File Number [File Number].
• Option B: The partners agree to file a Statement of Qualification with the Oregon Secretary of State promptly following the execution of this agreement.

Purpose

The purpose of the partnership is to engage in the business of [Description of Business], in compliance with all applicable Oregon regulations.

Principal Place of Business

The principal place of business of the partnership shall be located at [Address], in Oregon.

Other business locations: [List other locations or state "None"].

Term

• Option A: The term of the partnership shall be perpetual, commencing on the effective date of this Agreement, unless sooner terminated as provided herein.
• Option B: The term of the partnership shall be [Number] years, commencing on the effective date of this Agreement, and may be renewed by unanimous agreement of the partners.

Capital Contributions

Each partner shall contribute the following capital to the partnership:

• [Partner 1 Name]: [Amount or Description of Contribution]
• [Partner 2 Name]: [Amount or Description of Contribution]
• [Partner 3 Name]: [Amount or Description of Contribution] (Add or remove as needed)

Additional Contributions:

• Option A: No additional capital contributions shall be required of the partners.
• Option B: Additional capital contributions may be required as determined by a [Percentage]% vote of the partners. Failure to contribute will result in [Consequences of Failure].

Ownership and Voting

The ownership interests and voting power of each partner shall be:

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

If not specified, ownership and voting rights default to proportional capital contribution as per Oregon law.

Management

• Option A: The management of the partnership shall be vested in all the partners, each having equal authority in the management of the partnership business.
• Option B: The partnership shall be managed by a managing partner: [Managing Partner Name]. The Managing Partner has authority over day-to-day operations, but requires [Percentage]% partner approval for admission/expulsion, incurring major debts exceeding [Dollar Amount], or entering into significant contracts.

Decision-Making Thresholds:

• Routine Business: Majority vote of partners.
• Fundamental Matters: [Percentage]% vote of partners (e.g., unanimous, majority-in-interest, supermajority, or per capita).

Liability Protections

Limited Liability: As an Oregon LLP, the partners shall have the limited liability provided by ORS 67.015 and 67.105, except for personal misconduct, guarantees, or other statutory carve-outs.

Indemnification: The partnership shall indemnify each partner and agent to the fullest extent permitted by Oregon law.

Meetings

Meetings of the partners shall be held at least [Frequency].

Notice of meetings shall be given at least [Number] days in advance.

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

Meetings may be held in person or remotely.

Profit, Loss, and Distribution

• Option A: Profits and losses shall be allocated among the partners in proportion to their ownership interests.
• Option B: Profits and losses shall be allocated as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]% (Add or remove as needed)

Distributions shall be made at the discretion of the partners, taking into account the financial needs of the partnership.

Taxation

The partnership shall be treated as a pass-through entity for federal and Oregon tax purposes.

The partnership representative for tax purposes is [Partner Name].

K-1 statements will be issued annually. The partnership will file Oregon Partnership Information Returns as required.

Partner Admission

A new partner may be admitted to the partnership upon the unanimous consent of the existing partners.

Admission requires amending the LLP registration with the Oregon Secretary of State.

Assignment of Interests

No partner may transfer, sell, or pledge their partnership interest without the [Percentage]% consent of the other partners.

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

Withdrawal and Buyout

A partner may withdraw from the partnership upon [Number] days written notice to the other partners.

Upon withdrawal, the withdrawing partner shall be entitled to a buyout payment equal to [Method of Calculation].

Payment terms: [Payment Terms].

Expulsion

A partner may be expelled from the partnership for [Grounds for Expulsion] upon a [Percentage]% vote of the other partners.

The expelled partner shall receive [Buyout Terms].

Indemnification

The partnership shall indemnify its partners, managers, employees, and agents to the fullest extent permitted by Oregon law.

Books and Records

The partnership shall maintain accurate books and records in accordance with generally accepted accounting principles.

The fiscal year of the partnership shall be [Month] to [Month].

Partners have the right to inspect partnership books and records.

The registered agent and office in Oregon is: [Name and Address].

Amendments

This Agreement may be amended by a [Percentage]% vote of the partners.

Amendments impacting the Statement of Qualification must be filed with the Oregon Secretary of State.

Confidentiality

Each partner agrees to maintain the confidentiality of the partnership's confidential information.

Non-competition agreement: [Details of Non-Competition Clause].

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Mediation/Arbitration] in [City], Oregon, governed by Oregon law.

Dissolution

The partnership shall dissolve upon the occurrence of any of the following events: [List of Dissolution Events].

Upon dissolution, the assets of the partnership shall be liquidated and distributed in accordance with Oregon law.

Compliance

The partnership shall comply with all applicable federal, state, and local laws and regulations, including Oregon-specific codes.

Electronic Signatures

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. Electronic signatures shall be valid and binding.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, specifically the Oregon Revised Uniform Partnership Act.

Adaptations

The partners shall periodically review this agreement to ensure compliance with Oregon law and update it as necessary.

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 or remove as needed)