South Carolina limited liability partnership agreement template

South Carolina Limited Liability Partnership Agreement

This South Carolina Limited Liability Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the partners listed below.

[Full Legal Name of Partner 1], residing at [Address of Partner 1] (hereinafter "Partner 1"), with contact details [Email Address of Partner 1] and [Phone Number of Partner 1].

[Full Legal Name of Partner 2], residing at [Address of Partner 2] (hereinafter "Partner 2"), with contact details [Email Address of Partner 2] and [Phone Number of Partner 2].

[Full Legal Name of Partner 3], residing at [Address of Partner 3] (hereinafter "Partner 3"), with contact details [Email Address of Partner 3] and [Phone Number of Partner 3].

(Continue as needed for additional partners)

All partners listed above are General Partners of this South Carolina Limited Liability Partnership (the "Partnership"). Each Partner's admission date is [Date of Admission]. Partner Identification Number (if applicable): [Partner ID Number].

1. Formation and Purpose

Option A: Formation

The parties hereby form a Limited Liability Partnership (LLP) pursuant to the South Carolina Uniform Partnership Act, as amended. This Agreement shall govern the operations of the LLP.

Option B: Name

The name of the LLP shall be [LLP Name].

Option C: Business Purpose

The purpose of the LLP is to engage in the following business: [Detailed Description of Business Purpose], including any activity reasonably related thereto as permitted under the South Carolina Uniform Partnership Act (SCUPA).

Option D: Principal Place of Business

The principal place of business of the LLP shall be located at: [Full Street Address of Principal Place of Business], [City], [State], [Zip Code].

Option E: Duration

The duration of the LLP shall be perpetual, unless sooner terminated as provided herein.

Alternatively, the duration of the LLP shall be [Number] years from the effective date of this Agreement, unless sooner terminated as provided herein.

Option F: State Licensure/Registration

The LLP shall obtain and maintain all necessary licenses and registrations required to conduct its business in South Carolina, including [Specific License/Registration, e.g., professional license].

2. Capital Contributions

Option A: Initial Contributions

Partner 1 shall contribute [Dollar Amount] in cash and/or [Description of Property Contributed and its Fair Market Value].

Partner 2 shall contribute [Dollar Amount] in cash and/or [Description of Property Contributed and its Fair Market Value].

Partner 3 shall contribute [Dollar Amount] in cash and/or [Description of Property Contributed and its Fair Market Value].

(Continue as needed for additional partners)

Option B: Valuation of Non-Cash Contributions

The fair market value of any non-cash contributions shall be determined by [Method of Valuation, e.g., independent appraisal, agreement of the partners].

Option C: Supplemental Contributions

No additional capital contributions shall be required from the partners.

Additional capital contributions may be required from the partners upon the affirmative vote of [Percentage]% of the partners. The amount of any required additional contribution shall be allocated among the partners in proportion to their ownership percentages.

Option D: Capital Calls

Capital calls are permitted, subject to [Specific conditions for capital calls].

Capital calls are not permitted.

Option E: Future Funding

Future funding obligations will be managed as follows: [Description of management of future funding].

3. Ownership, Profit and Loss, and Distributions

Option A: Ownership Percentages

Partner 1 shall own [Percentage]% of the Partnership.

Partner 2 shall own [Percentage]% of the Partnership.

Partner 3 shall own [Percentage]% of the Partnership.

(Continue as needed for additional partners)

Option B: Profit/Loss Sharing Ratios

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

Profits and losses shall be allocated among the partners as follows: [Specific Profit/Loss Allocation Method].

Option C: Distributions

Distributions shall be made to the partners at such times and in such amounts as determined by the partners, but no less frequently than [Frequency of Distributions, e.g., quarterly].

Distributions shall be made to the partners in proportion to their ownership percentages.

Option D: Accounting Policies

The LLP’s accounting policies will be in accordance with Generally Accepted Accounting Principles (GAAP).

Option E: Capital Accounts

A capital account shall be maintained for each partner.

Option F: Tax Allocations

Tax allocations shall be made in accordance with South Carolina and federal law.

4. Management

Option A: Management Structure

The management of the LLP shall be vested in all partners. Each partner shall have equal rights in the management and conduct of the LLP's business.

The management of the LLP shall be vested in a management committee consisting of the following partners: [Names of Partners on Management Committee].

Option B: Authority and Limitations

Each partner shall have the authority to bind the LLP in the ordinary course of business.

No partner shall have the authority to [List specific actions requiring supermajority/unanimous consent, e.g., incur debt exceeding $X, sell assets exceeding $Y] without the prior written consent of [Percentage]% of the partners.

Option C: Voting Rights

Each partner shall have one vote.

Voting rights shall be proportionate to ownership percentages.

Option D: Unanimous Consent Actions

The following actions shall require the unanimous consent of all partners:

Admission of new partners.

Sale of all or substantially all of the LLP's assets.

Amendments to this Agreement.

Dissolution of the LLP.

Option E: Day-to-Day Decisions

Day-to-day decisions shall be made by [Specify individual or committee responsible for day-to-day decisions].

Option F: Delegation of Authority

The partners may delegate authority to [Specific individuals or roles].

5. Partner Meetings

Option A: Regular Meetings

Regular meetings of the partners shall be held [Frequency, e.g., monthly, quarterly].

Option B: Special Meetings

Special meetings may be called by any partner with [Percentage]% ownership upon [Number] days' written notice to all other partners.

Option C: Notice Requirements

Notice of meetings shall be given in writing and delivered by [Method of Delivery, e.g., email, certified mail].

Option D: Quorum

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

Option E: Remote Participation

Partners may participate in meetings remotely via [Methods, e.g., telephone, video conference].

Option F: Minutes/Recordkeeping

Minutes of all meetings shall be kept and maintained at [Location of Records].

6. Admission, Transfer, and Assignment of Interests

Option A: Admission of New Partners

New partners may be admitted only upon the unanimous consent of all existing partners.

New partners may be admitted upon the approval of [Percentage]% of existing partners.

Option B: Transfer of Interests

No partner may transfer or assign their interest in the LLP without the prior written consent of [Percentage]% of the other partners.

Option C: Right of First Refusal

Any partner desiring to transfer their interest shall first offer it to the other partners at a price and on terms no less favorable than those offered by a third party.

Option D: Involuntary Transfer

In the event of a partner's death, bankruptcy, or other involuntary transfer, the remaining partners shall have the option to purchase the departing partner's interest at a price determined by [Valuation Method, e.g., independent appraisal, formula].

7. Withdrawal, Retirement, Expulsion, and Death of a Partner

Option A: Withdrawal/Retirement

A partner may withdraw or retire from the LLP upon [Number] days' written notice to the other partners.

Option B: Expulsion

A partner may be expelled from the LLP for cause, including [List Specific Causes, e.g., breach of fiduciary duty, criminal conviction], upon the affirmative vote of [Percentage]% of the other partners.

Option C: Valuation and Buyout

Upon withdrawal, retirement, expulsion, or death, the departing partner (or their estate) shall be entitled to receive the fair market value of their interest, as determined by [Valuation Method, e.g., independent appraisal, formula].

Option D: Payment Terms

The buyout price shall be paid in [Payment Terms, e.g., lump sum, installments].

8. Liability and Indemnification

Option A: Liability Limitation

Pursuant to South Carolina law, partners are not personally liable for the debts, obligations, or liabilities of the LLP solely by reason of being a partner.

Option B: Exclusion

The liability limitations stated herein shall not apply to a partner's personal wrongful acts or willful misconduct.

Option C: Indemnification

The LLP shall indemnify and hold harmless each partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the LLP, except to the extent such losses, claims, damages, liabilities, and expenses are attributable to the partner's gross negligence or willful misconduct.

9. Statement of Qualification and Registered Agent

Option A: Statement of Qualification

The partners shall file and maintain a Statement of Qualification with the South Carolina Secretary of State to maintain the LLP's status.

Option B: Registered Agent

The registered agent of the LLP shall be [Registered Agent Name], with a registered office located at [Registered Office Address].

Option C: Annual Renewals

The partners are responsible for timely annual renewals of the Statement of Qualification with the South Carolina Secretary of State.

10. Tax Matters

Option A: Tax Partner/Partnership Representative

[Name of Partner] is hereby designated as the Tax Partner/Partnership Representative.

Option B: Tax Classification

The LLP shall be classified as a partnership for federal and South Carolina income tax purposes.

Option C: K-1 Statements

The LLP shall prepare and deliver K-1 statements to each partner in a timely manner.

Option D: Tax Filings

The LLP shall file all required federal and South Carolina tax returns.

11. Books, Records, and Financial Statements

Option A: Maintenance of Records

The LLP shall maintain detailed books, records, and financial statements in accordance with South Carolina law.

Option B: Location of Records

The books and records shall be kept at [Location of Books and Records].

Option C: Access to Records

Each partner shall have the right to access the LLP's books and records.

12. Regulatory Compliance

Option A: Industry-Specific Requirements

The LLP shall comply with all applicable regulatory or licensing requirements specific to its industry in South Carolina, including [Specific Regulations or Licenses].

Option B: Professional Liability Insurance

The LLP shall maintain professional liability insurance in the amount of [Dollar Amount].

13. Dispute Resolution

Option A: Mediation

Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [City], South Carolina, before resorting to arbitration or litigation.

Option B: Arbitration

Any dispute that cannot be resolved through mediation shall be submitted to binding arbitration in [City], South Carolina, in accordance with the rules of the American Arbitration Association.

Option C: Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County], South Carolina.

14. Dissolution and Winding Up

Option A: Dissolution Events

The LLP shall dissolve upon the occurrence of any of the following events:

The unanimous consent of all partners.

The death, retirement, expulsion, or bankruptcy of a partner, unless the remaining partners elect to continue the LLP.

[Other Specific Events].

Option B: Winding Up

Upon dissolution, the assets of the LLP shall be liquidated, and the proceeds shall be distributed in the following order:

To creditors of the LLP.

To partners in repayment of their capital contributions.

To partners in accordance with their profit-sharing ratios.

Option C: Filings with Secretary of State

Upon dissolution, the partners shall file all required documents with the South Carolina Secretary of State to terminate the LLP's status.

15. Insurance

Option A: Required Insurance

The LLP shall maintain the following insurance policies:

General liability insurance.

Professional liability insurance.

[Other specific types of insurance].

Option B: Coverage Amounts

The minimum coverage amount for each policy shall be [Dollar Amount].

16. Confidentiality and Non-Compete

Option A: Confidentiality

Each partner shall hold in confidence all confidential information relating to the LLP's business.

Option B: Non-Compete

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 LLP within [Geographic Area]. This provision is tailored for enforceability under South Carolina law.

17. Compliance with Laws

The LLP shall comply with all applicable state and local business, employment, and anti-discrimination laws in South Carolina.

18. Amendments

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

19. Miscellaneous

Option A: Notices

All notices required or permitted under this Agreement shall be in writing and delivered by [Method of Delivery, e.g., email, certified mail] to the addresses set forth above.

Option B: Severability

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

Option C: Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County], South Carolina.

20. Ongoing Compliance

The partners are responsible for ensuring compliance with all ongoing state filing, reporting, franchise tax, and fee payment requirements in South Carolina.

21. Registered Agent Changes

The partners shall designate the process to appoint or change the LLP’s registered agent and registered office in the State of South Carolina and shall notify all partners of any changes.

22. Schedules and Exhibits

The following schedules and exhibits are attached to and incorporated into this Agreement:

Schedule A: Partner Capital Accounts

Schedule B: Insurance Policies

Schedule C: Partner Roles

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

[Full Legal Name of Partner 1]

[Signature of Partner 1]

[Full Legal Name of Partner 2]

[Signature of Partner 2]

[Full Legal Name of Partner 3]

[Signature of Partner 3]

(Continue as needed for additional partners)