Rhode Island limited liability partnership agreement template

Rhode Island Limited Liability Partnership Agreement

This Rhode Island Limited Liability Partnership Agreement (this “Agreement”) is made and entered into as of this [Date], by and among the parties listed below as Partners.

1. Formation of Limited Liability Partnership

• The Partners hereby form a limited liability partnership (the “LLP”) under the provisions of the Rhode Island Uniform Partnership Act, R.I. Gen. Laws Chapter 7-12.1.

• The Partners agree that all provisions of this Agreement shall be interpreted in accordance with and governed by the laws of the State of Rhode Island.

2. Partners

• The full legal name, address, and contact information for each Partner is as follows:

• Partner 1: [Full Legal Name], [Address], [Phone Number], [Email Address]

• Partner 2: [Full Legal Name], [Address], [Phone Number], [Email Address]

• Partner 3 (if applicable): [Full Legal Name], [Address], [Phone Number], [Email Address]

• Each Partner is a general partner of the LLP and shall have limited liability protection as provided by Rhode Island General Laws Chapter 7-12.1.

• Special Authority/Limitations:

• Option A: Partner [Partner Name] shall have the authority to [Specific Authority].

• Option B: Partner [Partner Name] shall not have the authority to [Specific Limitation].

• Option C: No Partner shall have any special authority or limitations beyond those outlined in this agreement.

3. Name and Principal Place of Business

• The name of the LLP shall be [Partnership Name], which shall include the suffix "LLP" or "Limited Liability Partnership" as required by Rhode Island law. This name has been properly registered with the Rhode Island Department of State.

• The principal place of business of the LLP is located at [Address] in [City], Rhode Island.

• Other Business Locations:

• Option A: The LLP may conduct business at other locations, including [Address].

• Option B: The LLP shall only conduct business at the principal place of business.

4. Business Purpose

• The business purpose of the LLP is to engage in the following activities: [Description of Business Activities].

• Scope of Authorized Activities:

• Option A: The LLP is authorized to engage in all activities necessary or incidental to the foregoing business purpose.

• Option B: The LLP shall not engage in any activities outside of the defined business purpose outlined above without the written consent of all partners.

5. Term

• The term of the LLP shall be:

• Option A: Perpetual, commencing on the date of this Agreement.

• Option B: For a term of [Number] years, commencing on the date of this Agreement, unless sooner terminated as provided herein.

• Early Dissolution:

• Option A: The LLP may be dissolved upon the written consent of all Partners.

• Option B: The LLP may be dissolved upon the occurrence of any of the events specified in R.I. Gen. Laws § 7-12.1-601.

6. Capital Contributions

• The initial capital contributions of each Partner are as follows:

• Partner [Partner Name]: [Amount] (Cash), [Description] (Property), [Description] (Services)

• Partner [Partner Name]: [Amount] (Cash), [Description] (Property), [Description] (Services)

• Future Contributions:

• Option A: No future capital contributions shall be required.

• Option B: Future capital contributions may be required upon a capital call approved by a vote of [Percentage]% of the Partners.

• Consequences of Failure to Contribute:

• Option A: Failure to contribute the required capital will result in a reduction of the defaulting partner's ownership percentage by [Percentage].

• Option B: The other partners can fund the deficit, and the defaulting partner becomes indebted to the funding partners.

7. Ownership, Profits, and Losses

• The ownership percentage of each Partner is as follows:

• Partner [Partner Name]: [Percentage]%

• Partner [Partner Name]: [Percentage]%

• Profits and losses shall be allocated among the Partners in proportion to their ownership percentages.

• Tax Allocation: The LLP shall comply with Subchapter K of the Internal Revenue Code, as adopted by Rhode Island tax statutes.

• Distributions: Distributions shall be made to the Partners at least [Frequency], taking into consideration federal and Rhode Island tax deadlines and state-specific withholding requirements.

8. Admission, Withdrawal, and Transfer of Interests

• Admission of New Partners: A new partner may be admitted only with the unanimous written consent of all existing Partners.

• Withdrawal/Resignation: A Partner may withdraw or resign from the LLP by giving [Number] days written notice to the other Partners.

• Transfer of Interests:

• Option A: No Partner may transfer their interest in the LLP without the prior written consent of all other Partners.

• Option B: A Partner may transfer their interest to a qualified family member.

• Buyout/Valuation: Upon withdrawal, resignation, retirement, incapacity, expulsion, or death of a Partner, the remaining Partners shall have the option to purchase the departing Partner’s interest based on a valuation determined by [Valuation Method].

9. Management

• All Partners shall have equal rights in the management and conduct of the LLP's business.

• Management Authority:

• Option A: All partners have full management authority.

• Option B: Partner [Partner Name] is designated as the managing partner and has final decision-making authority.

• Partner Meetings: Regular partner meetings shall be held [Frequency].

• Voting Rights: Each Partner shall have one vote.

• Quorum and Consent: A quorum shall consist of [Percentage]% of the Partners. Actions require the consent of [Percentage]% of the Partners.

• Official Records: The LLP shall maintain official partnership records at its principal place of business in compliance with Rhode Island disclosure rules.

10. Limited Liability and Indemnification

• Limited Liability: The Partners shall have limited liability as provided by R.I. Gen. Laws § 7-12.1-24, except for liability arising from their own negligence or wrongful acts.

• Indemnification: The LLP shall indemnify each Partner against liabilities incurred in connection with the LLP's business, to the fullest extent permitted by Rhode Island law.

• Advancement and Reimbursement: The LLP shall advance expenses to Partners and reimburse them for reasonable expenses incurred on behalf of the LLP, consistent with Rhode Island requirements.

11. Insurance

• The LLP shall maintain adequate insurance, including professional liability insurance if required by applicable Rhode Island regulatory boards.

• Specific Insurance Requirements: [Description of specific insurance coverages required]

12. Tax Provisions

• The LLP shall file annual reports and Rhode Island partnership tax returns as required by law.

• Tax Matters Partner: The Tax Matters Partner (or Partnership Representative) shall be [Partner Name].

• State-Level Composite Returns: [Indicate whether the LLP will file composite returns for nonresident partners.]

• The LLP shall comply with all Rhode Island Division of Taxation notice and payment requirements.

13. Good Standing

• The LLP shall take all necessary steps to maintain its good standing in Rhode Island, including timely filing of annual reports and designating a registered agent.

• Registered Agent: The registered agent of the LLP is [Registered Agent Name], located at [Registered Agent Address].

• Updates: The LLP shall promptly file amendments or statements of correction with the Rhode Island Secretary of State as required by law.

14. Dispute Resolution

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

• Mediation: The parties shall first attempt to resolve the dispute through mediation.

• Arbitration: If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in Rhode Island.

• Choice of Law and Forum: This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, and any legal action relating to this Agreement shall be brought exclusively in the courts of Rhode Island.

• Jury Trial Waiver: [Include a waiver of jury trial if permissible under Rhode Island public policy]

15. Dissolution and Winding Up

• The LLP shall be dissolved upon the occurrence of any of the following events: [List Causes for Dissolution] or as required by Rhode Island law.

• Notice: Upon dissolution, the LLP shall file all required notices with the Rhode Island Department of State.

• Liquidation: The liquidation of the LLP's assets shall be conducted by [Liquidator Name or Title].

• Distribution: After payment of all creditors and outstanding obligations, the remaining assets shall be distributed to the Partners in accordance with their capital accounts and Rhode Island priority statutes.

16. Industry-Specific Requirements

• The LLP shall comply with all applicable industry-specific licensing or regulatory requirements in Rhode Island, including those imposed by [Regulatory Agency].

17. Securities Act Compliance

• If the LLP raises funds from outside investors, the transfer of interests shall comply with the Rhode Island Uniform Securities Act.

18. Books and Records

• The LLP shall maintain complete and accurate books and records at its principal place of business, as required by R.I. Gen. Laws § 7-12.1-30.

• Partner Access: Each Partner shall have the right to inspect the books and records of the LLP during reasonable business hours.

19. Confidentiality, Non-Competition, and Non-Solicitation

• Confidentiality: Each Partner shall maintain the confidentiality of the LLP's confidential information.

• Non-Competition: During the term of this Agreement and for a period of [Number] years after its termination, no Partner shall engage in any business that competes with the LLP's business within [Geographic Area].

• Non-Solicitation: During the term of this Agreement and for a period of [Number] years after its termination, no Partner shall solicit the LLP's employees or customers.

20. Amendment

• This Agreement may be amended only by a written instrument signed by all of the Partners.

21. Notice

• All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or [Number] days after deposit in the United States mail, postage prepaid, certified or registered, addressed to the party at the address set forth in this Agreement or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.

22. 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.

• [Rhode Island notarial signature block if needed]

23. Local Compliance

• The LLP shall comply with all applicable local municipal licensing and ordinance requirements relevant to its physical business location in Rhode Island.

24. Miscellaneous

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

• Force Majeure: No party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, as interpreted under Rhode Island contract law.

• 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.

• 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, as interpreted under Rhode Island contract law.

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

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[Partner Name]

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[Partner Name]

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[Partner Name] (if applicable)