Utah limited liability partnership agreement template

Utah Limited Liability Partnership Agreement

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

I. Parties

• [Partner 1 Name], residing at [Partner 1 Address], email: [Partner 1 Email]
• [Partner 2 Name], residing at [Partner 2 Address], email: [Partner 2 Email]
• [Partner 3 Name], residing at [Partner 3 Address], email: [Partner 3 Email] (Add more partners as needed)

Each Partner hereby agrees to form a limited liability partnership under the laws of the State of Utah. If a partner is an entity, the partner represents and warrants that it is duly authorized to enter into this Agreement and that the person signing on its behalf is duly authorized to bind the entity. A resolution authorizing entry into this agreement has been duly adopted.

II. Formation and Name

• Option A: The parties hereby form a limited liability partnership pursuant to the Utah Revised Uniform Partnership Act and the Utah Uniform Limited Liability Partnership Act.
• Option B: This Agreement is intended to amend and restate the existing partnership agreement of [Previous Partnership Name] to become a limited liability partnership under Utah law.

The name of the limited liability partnership shall be [Partnership Name].

III. Purpose and Scope

• Option A: The purpose of the Partnership is to engage in any lawful business, purpose, or activity for which a limited liability partnership may be formed under the laws of the State of Utah, specifically: [Description of Business Activities]. This includes activities expressly permitted under Utah Code Ann. Title 48, Chapter 1d.
• Option B: The Partnership will conduct the business of [Description of Business Activities], and such other activities as are incidental or related thereto.

The principal office of the Partnership shall be located at [Partnership Address] in Utah.

IV. Term

• Option A: The term of the Partnership shall commence on the effective date of this Agreement and shall continue in perpetuity 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 for a period of [Number] years, expiring on [Date].
• Option C: The Partnership shall continue until the completion of [Specific Project Description].

V. Capital Contributions

Each Partner shall contribute to the capital of the Partnership the following amounts and/or property:

• [Partner 1 Name]: [Amount] in cash; [Description of Property], valued at [Amount]; Services, valued at [Amount]. Total: [Amount]
• [Partner 2 Name]: [Amount] in cash; [Description of Property], valued at [Amount]; Services, valued at [Amount]. Total: [Amount]
• [Partner 3 Name]: [Amount] in cash; [Description of Property], valued at [Amount]; Services, valued at [Amount]. Total: [Amount] (Add more partners as needed)

• Option A: All contributions shall be made within [Number] days of the effective date of this Agreement.
• Option B: Contributions shall be made according to the following schedule: [Detailed Schedule].

Valuation of non-cash assets shall be determined by [Valuation Method]. Failure to contribute capital as required shall result in [Consequences for Failure to Fund].

VI. Ownership Percentages

The ownership percentage of each Partner shall be as follows:

• [Partner 1 Name]: [Percentage]%
• [Partner 2 Name]: [Percentage]%
• [Partner 3 Name]: [Percentage]% (Add more partners as needed)

Ownership percentages are directly tied to the capital contributions of each partner.

VII. Management

• Option A: The management of the Partnership shall be vested in a Managing Partner, [Managing Partner Name], who shall have the authority to make all decisions regarding the operation of the Partnership's business. The scope and limits of this authority are: [Description of Authority].
• Option B: The management of the Partnership shall be vested in a Management Committee consisting of all Partners.
• Option C: The Management Committee shall consist of [Number] partners, selected by [Method of Selection].

Delegation of authority: [Description of Delegation Powers]. Actions requiring unanimous/supermajority approval: [List of Actions].

VIII. Voting Rights and Meetings

• Option A: Each Partner shall have voting rights in proportion to their ownership percentage.
• Option B: Each Partner shall have one vote, regardless of ownership percentage.

Meetings of the Partners shall be held [Frequency], at [Location]. A quorum shall consist of [Percentage]% of the Partners. Notice of meetings shall be given at least [Number] days prior to the meeting.

• Option A: Decisions shall be made by a majority vote of the Partners present at a meeting.
• Option B: Decisions shall be made by a supermajority vote of [Percentage]% of the Partners.

Deadlock resolution mechanism: [Description of Mechanism]. Notice/proxy requirements: [Description of Requirements].

IX. Accounting and Records

The Partnership shall maintain its books and records in accordance with [Accounting Method]. The fiscal year of the Partnership shall end on [Date].

Disputes regarding financial matters shall be resolved through [Dispute Mechanism]. Partners shall have access to the Partnership's books and records as provided under Utah law. The Partnership shall use [Designated Auditor/Accountant]. Annual financial reports will be delivered to partners by [Date].

X. Profits and Losses

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

• Option A: Profits and losses shall be allocated in accordance with the following: [Detailed Allocation Method].
• Option B: Cash distributions shall be made [Frequency]. Non-cash distributions shall be made [Frequency].

Detailed allocations for tax purposes: [Description of Allocations]. The Partnership shall comply with all federal and Utah state tax laws, including filing requirements, K-1 issuance, and partnership tax return filings. [Partner Name] is designated as the Tax Matters Partner for IRS and Utah State Tax Commission correspondence.

XI. Admission of New Partners

• Option A: New partners may be admitted to the Partnership with the unanimous consent of the existing Partners.
• Option B: New partners may be admitted with the approval of [Percentage]% of the Partners.

Due diligence/background checks: [Description of Requirements]. Valuation methods for new contributions: [Description of Methods]. The Partnership's filings with the Utah Division of Corporations will be updated to reflect any new partners.

XII. Transfer of Partnership Interests

No Partner may transfer, assign, or encumber their partnership interest without the prior written consent of [Percentage]% of the other Partners.

• Option A: A right of first refusal shall be granted to the other Partners.
• Option B: A mandatory buy-sell agreement shall govern the transfer of partnership interests.
• Option C: Drag-along/tag-along clauses: [Description of Clauses].

Transfers must comply with Utah’s Statement of Authority and Statement of Denial filing requirements.

XIII. Withdrawal and Expulsion

• Option A: A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• Option B: Voluntary withdrawal is prohibited.

Events of mandatory withdrawal: [List of Events]. Expulsion vote requirements: [Percentage]% of the Partners. Buyout amount calculation: [Valuation Formula]. Method and timing of payment to outgoing Partner: [Description of Method and Timing]. Minimum notice requirements as allowed under Utah law will be followed.

XIV. Liability and Indemnification

Partners are not personally liable for partnership debts, obligations, or liabilities unless personally at fault, in line with Utah Code. Exceptions for personal misconduct or improper distributions apply.

• Option A: The Partnership 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 Partnership.
• Option B: Mutual indemnification and hold harmless provisions specific to Utah standards: [Detailed Provisions].

XV. Insurance

The Partnership shall maintain insurance coverage as determined necessary. Types of insurance include professional liability and D&O. Compliance with mandatory state policies, if any, will be maintained.

XVI. Dissolution

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

• The vote of [Percentage]% of the Partners.
• The expiration of the term of the Partnership.
• The loss of a required license.
• A court order.

Winding-up procedures shall be governed by Utah partnership law, including creditor notice requirements per the Utah Revised Uniform Partnership Act. Order of asset liquidation and priority of distributions: [Detailed Order]. Final accounting obligation.

XVII. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:

• Option A: Internal mediation, followed by Utah-based arbitration.
• Option B: Litigation in the courts of [County Name] County, Utah.

Choice of law: Utah law governs all issues. Venue: County of principal office.

XVIII. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners. Amendments will be filed with the Utah Division of Corporations if required.

XIX. Compliance Warranty

All provisions of this Agreement meet the requirements of the Utah Revised Uniform Partnership Act ("RUPA") and the Utah Uniform Limited Liability Partnership Act.

• Option A: The Partnership operates in a regulated profession and adheres to additional state credentialing and reporting rules.
• Option B: The Partnership will comply with all industry-specific regulations and licensing relevant to its business in Utah.

XX. Regulatory Filings

The Partnership shall file all necessary annual reports, notifications of changes, and maintain a registered agent and office in Utah. LLP status will be renewed with the Utah Division of Corporations.

XXI. Confidentiality and Non-Compete

• Option A: Partners agree to hold confidential all information relating to the Partnership.
• Option B: Upon a Partner's exit, the Partner shall not compete with the Partnership within [Area] for a period of [Number] years.

Intellectual property assignment: [Description of Assignment]. Handling of partnership information upon a partner’s exit: [Description of Handling].

XXII. Notices

All notices shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth in Section I. Acceptable means and effective dates: [Detailed Description].

XXIII. Integration, Severability, and Supersession

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

XXIV. Tax Matters

The Partnership is intended to be treated as a pass-through entity for federal and Utah state income tax purposes. All federal and state tax elections will be made accordingly. [Partner Name] is designated as the Utah-based Partnership Representative for IRS and Utah State Tax Commission correspondence. The Partnership will follow unique Utah tax treatment of LLPs and will ensure all federal and state tax elections are made, including any Utah-specific exemptions.

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 more partners as needed)