Vermont limited liability partnership agreement template

Vermont Limited Liability Partnership Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address]
• [Partner 2 Name], residing at [Partner 2 Address]
• [Partner 3 Name], residing at [Partner 3 Address] (if applicable)
• (Add additional partners as necessary)

The Partners, intending to be legally bound, hereby agree as follows:

Formation and Name

• This Agreement establishes a limited liability partnership ("LLP") under the laws of the State of Vermont.
• The name of the LLP shall be [LLP Name].
• The Partners hereby consent in writing to the formation of a Vermont LLP as required by 11 V.S.A. §3291.

Principal Office and Registered Agent

• The principal office of the LLP shall be located at [Principal Office Address].
• Option A: The registered agent of the LLP shall be [Registered Agent Name], located at [Registered Agent Address].
• Option B: The LLP shall not utilize a registered agent. The principal office address shall serve as the designated location for service of process.

Business Purpose

• The purpose of the LLP is to engage in the following business: [Specific Description of Business Purpose].
• The LLP's activities shall be limited to the scope defined above and shall comply with all applicable Vermont statutes, local ordinances, zoning regulations, and licensing requirements.

Term

• The term of the LLP shall commence on [Start Date] and shall continue [Duration of Partnership, e.g., perpetually, for a term of X years].
• Option A: The term may be extended by the unanimous written consent of the Partners.
• Option B: The term may be extended by a [Percentage]% vote of the Partners.
• Option C: This agreement shall automatically renew unless otherwise specified.
• The LLP may be terminated earlier as provided in Article X (Dissolution).

Capital Contributions

• Each Partner shall contribute the following capital to the LLP:
  • [Partner 1 Name]: [Partner 1 Contribution, e.g., $ amount, property description, services description].
  • [Partner 2 Name]: [Partner 2 Contribution, e.g., $ amount, property description, services description].
  • [Partner 3 Name]: [Partner 3 Contribution, e.g., $ amount, property description, services description]. (if applicable)
• The value of any non-cash contribution shall be determined by [Method of Valuation, e.g., independent appraisal, agreed-upon value].
• All contributions shall be made on or before [Contribution Deadline].
• Option A: Future capital contributions may be required with a [Number] days written notice to all partners.
• Option B: No future capital contributions shall be allowed.

Management

• Each Partner shall have the right to participate in the management and control of the LLP.
• Option A: Decisions shall be made by a simple majority vote of the Partners.
• Option B: Decisions on the following matters shall require a [Percentage]% vote of the Partners: [List of Matters Requiring Supermajority Vote].
• No Partner shall have the authority to bind the LLP without the consent of [Number or Percentage] of the Partners, in accordance with 11 V.S.A. §3203.
• Option A: A Managing Partner [Managing Partner Name] shall be appointed to oversee the day-to-day operations of the LLP. The Managing Partner's authority shall be limited to [Scope of Managing Partner Authority].
• Option B: No managing partner shall be appointed.

Meetings

• Regular meetings of the Partners shall be held [Frequency of Meetings, e.g., monthly, quarterly] at [Location of Meetings].
• Special meetings may be called by any Partner with [Number] days' written notice to all other Partners.
• A quorum for any meeting shall consist of [Number or Percentage] of the Partners.
• Minutes of all meetings shall be kept and made available to all Partners.

Profits, Losses, and Distributions

• Profits and losses of the LLP shall be allocated to the Partners in proportion to their respective capital contributions.
• Option A: Profits and losses will be allocated equally to all partners.
• Option B: Profits and losses will be allocated according to [Specify Other Allocation Method].
• Distributions of cash or other property shall be made to the Partners at such times and in such amounts as determined by [Decision-Making Process for Distributions].
• Distributions will occur at least [frequency].

Taxation

• The LLP shall be treated as a partnership for federal and Vermont income tax purposes.
• [Partner Name] shall serve as the tax matters partner and shall be responsible for filing all required tax returns and providing Schedules K-1 to the Partners.
• The LLP shall comply with all applicable Vermont Business Entity Tax requirements.

Vermont LLP Registration and Maintenance

• The Partners shall be responsible for maintaining the LLP's registration with the Vermont Secretary of State, including filing annual reports as required by 11 V.S.A. §3294.
• Any changes to the LLP's address, partners, or other information shall be promptly reported to the Secretary of State.
• The Partners shall ensure that the LLP complies with all state fees and requirements for maintaining its status as a Vermont LLP.

Admission of New Partners and Transfer of Interests

• No new Partner shall be admitted to the LLP without the unanimous written consent of the existing Partners.
• Option A: A Partner may transfer or assign their interest in the LLP only with the prior written consent of all other Partners.
• Option B: Transfer is freely allowed.
• Any proposed transfer shall be subject to a right of first refusal by the other Partners.
• The value of a Partner's interest for purposes of any transfer or buyout shall be determined by [Valuation Method].
• Consequences of voluntary withdrawal, incapacity, disability, expulsion, or death of a partner will be determined by [Specify consequences for each scenario].

Liability

• Pursuant to 11 V.S.A. §3291, no Partner shall be personally liable for the debts, obligations, or liabilities of the LLP or any other Partner, except for their own negligence, wrongful acts, or misconduct.

Professional Licensing (If Applicable)

• If the LLP provides professional services, all Partners shall maintain all required professional licenses and comply with all applicable rules and regulations governing their profession in the State of Vermont.

Indemnification

• The LLP shall indemnify and hold harmless each Partner, officer, or employee from and against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the LLP, to the fullest extent permitted by Vermont law.
• This indemnification shall not apply to losses arising from fraud, willful misconduct, or criminal actions.

Insurance

• The LLP shall maintain adequate insurance policies, including liability insurance and professional errors and omissions insurance (if applicable), to protect the LLP and its Partners from potential liabilities.
• Minimum coverage amounts for insurance shall be [Specify Coverage Amounts].

Duties of Partners

• Each Partner shall owe the LLP and the other Partners a duty of loyalty, care, and good faith.
• Option A: During the term of this Agreement, each Partner shall devote their full time and attention to the business of the LLP.
• Option B: Partners are allowed to participate in other business ventures.
• Each Partner shall hold in confidence all confidential information of the LLP.

Books and Records

• The LLP shall maintain complete and accurate books and records of its business operations.
• All Partners shall have the right to access and inspect the books and records of the LLP at any reasonable time.
• Annual financial statements shall be prepared and provided to the Partners within [Number] days after the end of each fiscal year.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiations among the Partners.
• If negotiations fail, the dispute shall be submitted to [Mediation/Arbitration] in [City, Vermont].
• Option A: Any arbitration will be binding.
• Option B: Any arbitration will be non-binding.

Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the State of Vermont.

Dissolution

• The LLP may be dissolved upon the occurrence of any of the following events:
  • Unanimous written consent of the Partners.
  • The death, withdrawal, or expulsion of a Partner (unless the remaining Partners elect to continue the LLP).
  • A court order.
• Upon dissolution, the assets of the LLP shall be liquidated and distributed in the following order:
  • Payment of debts and liabilities to creditors.
  • Repayment of capital contributions to the Partners.
  • Distribution of remaining assets in accordance with the Partners' respective profit-sharing ratios.

Intellectual Property

• All intellectual property created by the Partners in connection with the business of the LLP shall be owned by the LLP.

Compliance with Laws

• The LLP shall comply with all applicable federal, state, and local laws and regulations.

Amendment

• This Agreement may be amended only by a written instrument signed by all of the Partners.
• Option A: This Agreement may be amended by a [Percentage]% vote of the Partners.

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] (if applicable)

[Partner 3 Printed Name] (if applicable)