Tennessee limited liability partnership agreement template

Tennessee Limited Liability Partnership Agreement

This TENNESSEE LIMITED LIABILITY PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below as Partners.

Parties:

• [Partner 1 Name], residing at [Partner 1 Address], Contact: [Partner 1 Phone], [Partner 1 Email]
• [Partner 2 Name], residing at [Partner 2 Address], Contact: [Partner 2 Phone], [Partner 2 Email]
• [Partner 3 Name], residing at [Partner 3 Address], Contact: [Partner 3 Phone], [Partner 3 Email]
• (Add additional partners as needed.)

WHEREAS, the Partners desire to form a limited liability partnership under the laws of the State of Tennessee, and to set forth the terms and conditions governing the operation of said partnership.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Formation and Name

• The Partners hereby form a limited liability partnership pursuant to the Tennessee Revised Uniform Partnership Act (TRUPA), Tenn. Code Ann. Title 61, Chapter 1 (the "Act"), and other applicable Tennessee state laws.
• The name of the limited liability partnership shall be [LLP Legal Name] (the “Partnership”).

2. Principal Office

• Option A: The principal office of the Partnership shall be located at [Address of Principal Office in Tennessee], Tennessee.
• Option B: The principal office may be located at such place or places within Tennessee as the Partners may from time to time determine.

3. Registration

• The Partners acknowledge that a registration statement has been filed with the Tennessee Secretary of State as required by the Act. The Partners shall take all necessary steps to maintain the Partnership’s status as a registered limited liability partnership in good standing in Tennessee, including timely filing of renewal registrations.

4. Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful business or activity permitted under the laws of the State of Tennessee.
• Option B: The purpose of the Partnership is to engage in the business of [Specific Business Purpose]. The Partnership shall not engage in any other business or activity. (Note: If the business purpose requires professional licensing in Tennessee, it must comply with all applicable regulatory requirements.)

5. Term

• Option A: The term of the Partnership shall commence on the 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 date of this Agreement and shall continue until [Date of Termination].
• Option C: The term of the Partnership shall commence on the date of this Agreement and shall continue until the occurrence of [Specific Event].

6. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amount set forth below:
  • [Partner 1 Name]: [Dollar Amount] ([Form of Contribution, e.g., Cash, Property, Services])
  • [Partner 2 Name]: [Dollar Amount] ([Form of Contribution, e.g., Cash, Property, Services])
  • [Partner 3 Name]: [Dollar Amount] ([Form of Contribution, e.g., Cash, Property, Services])
  • (Add additional partners as needed.)
• If any Partner contributes property other than cash, the fair market value of such property shall be determined by [Valuation Method] as of the date of contribution.
• Additional Capital Contributions:
  • Option A: No Partner shall be required to make any additional capital contributions to the Partnership.
  • Option B: Additional capital contributions may be required from time to time as determined by a [Percentage]% vote of the Partners.

7. Partnership Interests and Voting Rights

• The percentage interest of each Partner in the Partnership shall be as follows:
  • [Partner 1 Name]: [Percentage]%
  • [Partner 2 Name]: [Percentage]%
  • [Partner 3 Name]: [Percentage]%
  • (Add additional partners as needed.)
• Each Partner shall have voting rights corresponding to their percentage interest in the Partnership, unless otherwise specified in this Agreement.

8. Management

• Option A: All Partners shall participate in the management and control of the Partnership. All decisions shall be made by a [Percentage]% vote of the Partners.
• Option B: The management of the Partnership shall be vested in a Managing Partner(s), who shall be [Managing Partner Name(s)]. The Managing Partner(s) shall have the authority to make all decisions regarding the day-to-day operations of the Partnership, subject to the limitations set forth in this Agreement.

9. Partner Meetings

• Regular meetings of the Partners shall be held [Frequency of Meetings, e.g., Monthly, Quarterly]. Special meetings may be called by any Partner upon [Number] days’ written notice to all other Partners.
• Quorum: A quorum for any meeting of the Partners shall consist of Partners holding at least [Percentage]% of the partnership interests.
• Voting: Decisions shall be made by a [Percentage]% vote of the Partners present at a meeting at which a quorum is present, except for extraordinary matters as outlined below.
• Extraordinary Matters: The following actions shall require unanimous consent of all Partners:
  • Amendments to this Agreement
  • Mergers or consolidations of the Partnership
  • Sale of substantially all of the assets of the Partnership
  • Dissolution of the Partnership

10. Admission of New Partners

• No new Partner shall be admitted to the Partnership without the unanimous written consent of all existing Partners.
• Any new Partner shall execute a counterpart of this Agreement and agree to be bound by all of the terms and conditions hereof.

11. Transfer of Partnership Interests

• No Partner may transfer, assign, or otherwise dispose of all or any portion of their partnership interest without the prior written consent of all other Partners.
• Right of First Refusal: If a Partner desires to transfer their partnership interest, the other Partners shall have the right of first refusal to purchase such interest at a price and on terms to be agreed upon. If the Partners cannot agree on a price and terms, the interest shall be valued by an independent appraiser selected by [Selection Method].

12. Allocation of Profits and Losses

• Net profits and losses of the Partnership shall be allocated to the Partners in proportion to their respective percentage interests in the Partnership.
• Distributions: Cash distributions shall be made to the Partners [Frequency of Distributions, e.g., Monthly, Quarterly, Annually] in proportion to their respective percentage interests.

13. Accounting

• The Partnership’s fiscal year shall end on [Date].
• The Partnership’s books and records shall be maintained in accordance with generally accepted accounting principles (GAAP).
• The Tax Matters Partner shall be [Tax Matters Partner Name].

14. Indemnification

• To the fullest extent permitted by Tennessee law, the Partnership shall indemnify each Partner against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the Partnership, except for losses, claims, damages, liabilities, and expenses arising out of their own fraud, gross negligence, or willful misconduct.

15. Insurance

• The Partnership shall maintain adequate insurance coverage, including [Types of Insurance, e.g., General Liability, Professional Liability], to protect the Partnership and its Partners from liability.

16. Withdrawal and Expulsion

• A Partner may withdraw from the Partnership by giving [Number] days’ written notice to the other Partners.
• A Partner may be expelled from the Partnership for [Grounds for Expulsion, e.g., Breach of this Agreement, Misconduct] by a [Percentage]% vote of the other Partners.
• Upon withdrawal or expulsion, the withdrawing or expelled Partner shall be entitled to receive [Payment Terms, e.g., Fair Market Value of their Interest, Return of Capital Contribution].

17. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved by mediation in [City, Tennessee], before resorting to binding arbitration.
• If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the venue in [City, Tennessee].

18. Dissolution and Winding Up

• The Partnership may be dissolved upon the occurrence of any of the following events:
  • The unanimous written consent of all Partners
  • The death, bankruptcy, or withdrawal of a Partner (unless the remaining Partners elect to continue the Partnership)
  • The occurrence of any event that makes it unlawful for the Partnership to continue its business.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order of priority:
  • To creditors of the Partnership
  • To the Partners in proportion to their capital accounts.

19. Industry-Specific Compliance

• The Partnership shall comply with all applicable Tennessee state and federal laws and regulations, including any industry-specific licensing, permitting, or registration requirements applicable to its business. [Specific Tennessee Regulatory Agency, if applicable].

20. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal office in Tennessee, which shall be accessible to all Partners during normal business hours.

21. Notice of Statutory Changes

• Each partner agrees to promptly notify the other partners of any changes in Tennessee statutes or regulations that may affect the LLP.

22. Amendment

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

23. Successors and Assigns

• This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and permitted assigns.

24. Severability

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

25. Special Allocations

• [Specify any special allocations or custom provisions for profit interests, management roles, or partner classes].

26. Confidentiality

• [Specify any confidentiality rules for professional client relationships or sensitive data.]

27. Annual Renewal

• The partnership must renew its registration with the Tennessee Secretary of State each year.

28. Tax Obligations

• The Partnership will comply with all applicable Tennessee tax filing and payment obligations.

29. Governing Law

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

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

[Partner 1 Signature] [Partner 1 Printed Name]

[Partner 2 Signature] [Partner 2 Printed Name]

[Partner 3 Signature] [Partner 3 Printed Name]

(Add signature lines for additional partners as needed.)