South Dakota limited liability partnership agreement template

South Dakota Limited Liability Partnership Agreement

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

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], South Dakota Business Registration Number (if applicable) [Partner 1 Registration Number]
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], South Dakota Business Registration Number (if applicable) [Partner 2 Registration Number]
• [Partner 3 Full Legal Name], residing at [Partner 3 Address], South Dakota Business Registration Number (if applicable) [Partner 3 Registration Number]

The Partners agree to form a limited liability partnership (the “Partnership”) under the provisions of the South Dakota Uniform Partnership Act, SDCL Chap. 48-7A. A Statement of Qualification has been filed with the South Dakota Secretary of State.

• Option A: The Statement of Qualification was filed on [Date of Filing], and a copy is attached as Exhibit A.
• Option B: The Partners shall promptly file a Statement of Qualification with the South Dakota Secretary of State upon execution of this Agreement.

The purpose of the Partnership is to engage in the following business: [Specific Business Purpose and Scope]. This purpose shall be conducted within the scope permitted by South Dakota law, including compliance with any applicable industry or profession-specific requirements.

The principal place of business of the Partnership shall be located at [Principal Place of Business Address], South Dakota.

• Option A: The Partnership may also maintain additional operating locations at [Additional Location 1] and [Additional Location 2].
• Option B: The Partnership shall only operate from the principal place of business.

This Agreement shall become effective as of [Effective Date] and shall continue until dissolved as provided herein.

• Option A: The intended duration of the Partnership is [Number] years.
• Option B: The Partnership shall continue indefinitely unless dissolved as provided in this Agreement.

The initial Partners and their respective percentage ownership interests are as follows:

• [Partner 1 Full Legal Name]: [Percentage]%
• [Partner 2 Full Legal Name]: [Percentage]%
• [Partner 3 Full Legal Name]: [Percentage]%

Each Partner is a limited liability partner as defined by SDCL 48-7A. The initial capital contributions of each Partner shall be as follows:

• [Partner 1 Full Legal Name]: [Description of Contribution] (valued at [Dollar Amount])
• [Partner 2 Full Legal Name]: [Description of Contribution] (valued at [Dollar Amount])
• [Partner 3 Full Legal Name]: [Description of Contribution] (valued at [Dollar Amount])

• Option A: Additional capital contributions may be required from time to time as determined by a [Percentage]% vote of the Partners. The form, timing, and valuation of such contributions shall be determined by the Partners.
• Option B: No additional capital contributions shall be required.

Profits and losses shall be allocated among the Partners in proportion to their respective percentage ownership interests. Distributions shall be made to the Partners at such times and in such amounts as determined by the Partners.

• Option A: Distributions shall be made quarterly.
• Option B: Distributions shall be made annually.

Each Partner shall have the following rights and duties:

• To participate in the management and control of the Partnership.
• To have access to the books and records of the Partnership.
• To receive distributions of profits.
• To contribute to the losses of the Partnership.
• To act in good faith and deal fairly with the Partnership and the other Partners.

• Option A: All decisions regarding the management and operation of the Partnership shall be made by a majority vote of the Partners.
• Option B: [Managing Partner Name] shall serve as the Managing Partner and shall have the authority to make all decisions regarding the day-to-day operations of the Partnership.

No Partner shall have the authority to bind the Partnership to any agreement or obligation without the written consent of [Number or Percentage]% of the other Partners, except for routine operational matters within their delegated authority. This includes, but is not limited to, borrowing money, pledging assets, or entering into major acquisitions or disposals.

No Partner shall be liable for the debts, obligations, or liabilities of the Partnership or for the wrongful acts or omissions of any other Partner, except as provided by South Dakota law (SDCL 48-7A-306). A partner is only liable for their own acts or omissions, and the acts or omissions of those under their direct supervision.

New partners may be admitted to the Partnership upon the unanimous written consent of all existing Partners. The terms and conditions of admission shall be determined by the Partners.

• Option A: Any transfer, assignment, or encumbrance of a Partnership interest shall require the unanimous written consent of all other Partners.
• Option B: Any Partner wishing to transfer, assign, or encumber their Partnership interest must first offer it to the other Partners at a price determined by [Valuation Method].

Upon the withdrawal, expulsion, retirement, or death of a Partner, the remaining Partners shall have the right to purchase the withdrawing Partner's interest in the Partnership. The purchase price shall be determined by [Valuation Method], and shall be paid in accordance with the following schedule: [Payment Schedule].

The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to the Partner's activities on behalf of the Partnership, to the fullest extent permitted by South Dakota law.

The Partnership shall maintain complete and accurate books and records of account, which shall be kept at the principal place of business. The fiscal year of the Partnership shall be the calendar year. All Partners shall have access to the books and records of the Partnership.

[Tax Matters Partner Name] shall be the Tax Matters Partner for the Partnership. The Partnership is a pass-through entity for federal income tax purposes. Partners acknowledge that South Dakota has no state income tax on partnership earnings, but agree to comply with all federal tax reporting obligations and any applicable local taxes (such as use, sales, or employment taxes).

Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [City], South Dakota. If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the venue in [City], South Dakota. This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota.

Upon the dissolution of the Partnership, the assets of the Partnership shall be distributed in accordance with SDCL 48-7A-807.

• Option A: The Partnership shall comply with all applicable industry-specific South Dakota regulations and professional licensing requirements.
• Option B: The Partnership shall maintain insurance coverage for its activities and errors and omissions, particularly for professional partnerships.

The Partnership shall comply with all South Dakota rules concerning annual reporting, registration updates, and maintenance of good standing to ensure continuation of limited liability status.

No business activities or investments shall be undertaken that could jeopardize the Partnership's South Dakota LLP status. The Partners represent and warrant that all necessary South Dakota registrations, licenses, and permits have been obtained and maintained.

This Agreement may be amended only by a written instrument signed by all of the Partners. Any amendment that alters the Statement of Qualification must be filed with the South Dakota Secretary of State.

Partner meetings shall be held [Frequency, e.g., quarterly]. Notice of meetings shall be given at least [Number] days prior to the meeting. Partners may waive notice of meetings. Remote or electronic meetings are permitted as allowed by South Dakota law.

Each Partner shall maintain the confidentiality of all confidential information of the Partnership. Non-solicitation and non-compete obligations shall be enforceable under South Dakota law.

This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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. 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 permitted and have the same force and effect as original signatures.

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

____________________________
[Partner 1 Full Legal Name]

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[Partner 2 Full Legal Name]

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[Partner 3 Full Legal Name]