Pennsylvania limited liability partnership agreement template

Pennsylvania Limited Liability Partnership Agreement

This Pennsylvania Limited Liability Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed below (the "Partners"), whose addresses are set forth 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]

The Partners, being desirous of forming a limited liability partnership under the Pennsylvania Uniform Partnership Act, 15 Pa.C.S. § 8411 et seq., hereby agree as follows:

Formation

• Option A: The Partners hereby form a limited liability partnership pursuant to the Pennsylvania Uniform Partnership Act.
• Option B: The Partners have previously formed a partnership, and now elect to become a limited liability partnership pursuant to the Pennsylvania Uniform Partnership Act. The date of original partnership formation was [Date].

Name

• Option A: The name of the limited liability partnership shall be [Partnership Name], and shall include the words "Limited Liability Partnership" or the abbreviation "LLP".
• Option B: The Partnership may also conduct business under the assumed name(s) of [Assumed Name(s)].

Registered Office

• Option A: The principal office of the Partnership in the Commonwealth of Pennsylvania shall be located at [Principal Office Address].
• Option B: The Partnership may have such other offices, both within and without the Commonwealth of Pennsylvania, as the Partners may from time to time determine.

Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful act or activity for which a limited liability partnership may be formed under the Pennsylvania Uniform Partnership Act.
• Option B: The purpose of the Partnership is to engage in the following specific business activities: [Description of Business Activities].

Term

• Option A: The term of the Partnership shall commence on the effective 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 effective date of this Agreement and shall continue until [Termination Date], unless sooner terminated as provided herein.

Capital Contributions

• Option A: Each Partner shall contribute to the capital of the Partnership the amounts set forth below:
  • [Partner 1 Name]: [Amount]
  • [Partner 2 Name]: [Amount]
  • [Partner 3 Name]: [Amount]
• Option B: In lieu of or in addition to cash, Partners may contribute property or services to the Partnership. The agreed value of such property or services is as follows:
  • [Partner Name]: [Description of Contribution], valued at [Amount]
• Additional Capital:
  • Option A: No Partner shall be required to make additional capital contributions.
  • Option B: Additional capital contributions may be required from time to time, as determined by a [Majority/Supermajority/Unanimous] vote of the Partners. The procedure for determining the amount and timing of such contributions shall be as follows: [Procedure Description]. Failure to contribute will result in [Penalties].

Allocation of Profits, Losses, and Distributions

• Option A: Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective capital contributions.
• Option B: Profits and losses of the Partnership shall be allocated as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
• Distributions: Distributions shall be made at such times and in such amounts as the Partners may determine, subject to the limitations imposed by law.

Management

• Option A: All Partners shall have equal rights in the management and control of the Partnership.
• Option B: The management of the Partnership shall be vested in a Managing Partner, who shall be [Managing Partner Name]. The Managing Partner shall have the authority to [Description of Authority].
• Meetings:
  • Option A: Partner meetings will be held [Frequency] at [Location].
  • Option B: Partner meetings will be held as needed, with at least [Number] days' notice.
  • Quorum: A quorum for any meeting of the Partners shall consist of [Number or Percentage] of the Partners.

Partner Liability

• Option A: No Partner shall be personally liable, directly or indirectly, for any debts, obligations, or liabilities of, or chargeable to, the Partnership, except as otherwise provided by the Pennsylvania Uniform Partnership Act.
• Option B: Notwithstanding any provision to the contrary, no Partner shall be liable for the acts of another Partner unless the Partner authorized such acts.

Admission of New Partners

• Option A: New Partners may be admitted to the Partnership upon the unanimous consent of the existing Partners.
• Option B: New Partners may be admitted to the Partnership upon a [Majority/Supermajority] vote of the existing Partners.
• Procedure: The procedure for admitting a new Partner shall be as follows: [Procedure Description].

Withdrawal, Retirement, Death, or Incapacity of a Partner

• Option A: A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• Option B: A Partner may be expelled from the Partnership for cause, as determined by a [Majority/Supermajority/Unanimous] vote of the other Partners. Cause shall include, but not be limited to, [List of Causes].
• Buyout:
  • Option A: Upon the withdrawal, retirement, death, or incapacity of a Partner, the remaining Partners shall purchase the withdrawing Partner's interest in the Partnership for its fair value, as determined by [Valuation Method].
  • Option B: Upon the withdrawal, retirement, death, or incapacity of a Partner, the remaining Partners shall have the option, but not the obligation, to purchase the withdrawing Partner's interest in the Partnership for its fair value, as determined by [Valuation Method].

Dissolution

• Option A: The Partnership may be dissolved upon the unanimous consent of the Partners.
• Option B: The Partnership may be dissolved upon the occurrence of any of the following events: [List of Events].
• Procedure: Upon dissolution, the assets of the Partnership shall be liquidated and distributed in accordance with the Pennsylvania Uniform Partnership Act.

Amendment

• Option A: This Agreement may be amended only by a written instrument signed by all of the Partners.
• Option B: This Agreement may be amended by a written instrument signed by a [Majority/Supermajority] of the Partners.

Governing Law

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

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Jurisdiction: The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the courts of the Commonwealth of Pennsylvania.

Registration

The Partnership's initial registration as an LLP was filed with the Pennsylvania Department of State on [Date], registration number [Registration Number]. The Partners shall ensure that annual registration fees are paid to maintain LLP status.

Entire Agreement

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

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]