Virginia limited liability partnership agreement template

Virginia Limited Liability Partnership Agreement

This Virginia Limited Liability Partnership Agreement (the “Agreement”) is made and effective as of [Effective Date], by and among the parties listed below (collectively, the “Partners”).

• [Partner 1 Full Legal Name], residing at [Partner 1 Virginia Principal Business Address]
• [Partner 2 Full Legal Name], residing at [Partner 2 Virginia Principal Business Address]
• [Partner 3 Full Legal Name], residing at [Partner 3 Virginia Principal Business Address] (Add more partners as needed)

Recitals

WHEREAS, the Partners desire to form a limited liability partnership (the “Partnership”) under the laws of the Commonwealth of Virginia; and

WHEREAS, the Partnership will be governed by the Virginia Uniform Partnership Act, Va. Code Title 50, Chapter 2.2; and

WHEREAS, the Partnership intends to register as a limited liability partnership with the Virginia State Corporation Commission.

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

Formation and Name

• The Partners hereby form a limited liability partnership under the laws of the Commonwealth of Virginia.
• The name of the Partnership shall be [Partnership Name].
• Option A: The principal place of business of the Partnership shall be located at [Partnership Virginia Business Address].
• Option B: The Partnership may establish such other places of business within or outside of the Commonwealth of Virginia as the Partners may determine.

Purpose and Powers

• The purpose of the Partnership is to engage in the following business activities: [Description of Partnership Business Activities].
• The Partnership shall have all powers necessary or convenient to carry out its business and affairs, subject to the limitations provided in this Agreement and under Virginia law.

Partners and Capital Contributions

• Partner Identification: Each Partner's name, address, and other relevant contact information are listed above.
• Initial Capital Contributions:
  • [Partner 1 Full Legal Name] shall contribute [Dollar Amount] in cash.
  • [Partner 2 Full Legal Name] shall contribute [Description of Property] valued at [Dollar Amount].
  • [Partner 3 Full Legal Name] shall contribute [Description of Services] valued at [Dollar Amount]. (Adjust contributions for each partner)
• Form of Contribution:
  • Option A: Cash
  • Option B: Property
  • Option C: Services
• Ownership Percentages/Membership Interests:
  • [Partner 1 Full Legal Name]: [Percentage]%
  • [Partner 2 Full Legal Name]: [Percentage]%
  • [Partner 3 Full Legal Name]: [Percentage]% (Ensure percentages total 100%)
• Additional Capital Infusions:
  • Option A: Additional capital contributions may be required as determined by a [Percentage]% vote of the Partners.
  • Option B: No additional capital contributions shall be required.
  • If additional capital is required, each Partner shall contribute in proportion to their ownership percentage. Failure to contribute may result in dilution of ownership.

Term

• The term of the Partnership shall commence on the Effective Date and shall continue until terminated as provided in this Agreement.
• Option A: The partnership shall exist for a fixed term of [Number] years.
• Option B: The partnership shall exist perpetually unless dissolved according to the terms of this agreement.

Partner Meetings

• Regular meetings of the Partners shall be held [Frequency] at [Location].
• Special meetings may be called by any Partner with [Number] days' notice to all other Partners.
• A quorum for any meeting shall consist of Partners holding at least [Percentage]% of the ownership interests.
• Each Partner shall be entitled to vote in proportion to their ownership percentage.

Management

• Option A: The management of the Partnership shall be vested in a Managing Partner, [Managing Partner Name]. The Managing Partner shall have the authority to make all decisions concerning the day-to-day operations of the Partnership, subject to the limitations in this Agreement.
• Option B: The management of the Partnership shall be vested in a Management Committee consisting of [Number] Partners. Decisions of the Management Committee shall require a [Percentage]% vote.
• Option C: All partners will jointly manage the partnership.
• No Partner shall have the authority to bind the Partnership to any obligation exceeding [Dollar Amount] without the prior written consent of Partners holding at least [Percentage]% of the ownership interests.

Rights and Obligations of Partners

• Each Partner shall devote such time and attention to the business of the Partnership as may be reasonably required.
• Each Partner shall act in good faith and deal fairly with the Partnership and the other Partners.
• Each Partner acknowledges the limitations of liability afforded to partners of a limited liability partnership under Virginia law, specifically Va. Code Title 50, Chapter 2.2, and will conduct themselves in a manner consistent with preserving those limitations. Partners are not personally liable for the debts and obligations of the partnership solely by reason of being a partner. This does not relieve a partner of liability for their own negligent or wrongful acts or omissions.
• Option A: Non-competition: During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall engage in any business that competes with the business of the Partnership within a radius of [Number] miles of the Partnership's principal place of business.
• Option B: Confidentiality: Each Partner shall maintain the confidentiality of all confidential information of the Partnership.

Indemnification and Insurance

• The Partnership shall indemnify each Partner against any losses, claims, damages, or liabilities arising out of their conduct on behalf of the Partnership, except to the extent such losses, claims, damages, or liabilities are caused by the Partner's gross negligence or willful misconduct.
• The Partnership shall maintain insurance coverage, including professional liability/malpractice insurance (if applicable), in such amounts and with such terms as the Partners may determine necessary or advisable.

Profit and Loss Allocation

• The profits and losses of the Partnership shall be allocated to the Partners in proportion to their ownership percentages.
• Option A: Partners may receive draws against their anticipated profits, subject to the approval of the Managing Partner or Management Committee.
• Option B: No draws will be permitted.
• Distributions of profits shall be made to the Partners [Frequency].

Admission of New Partners

• New Partners may be admitted to the Partnership with the unanimous consent of the existing Partners.
• Any new Partner shall be required to make a capital contribution as determined by the existing Partners.

Transfer and Assignment

• No Partner may transfer or assign their ownership interest in the Partnership without the prior written consent of the other Partners.
• The other Partners shall have a right of first refusal to purchase the ownership interest of any Partner desiring to transfer or assign their interest.

Withdrawal and Expulsion

• A Partner may voluntarily withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• A Partner may be expelled from the Partnership for cause, including, but not limited to, breach of this Agreement, gross negligence, or willful misconduct. Expulsion requires a unanimous vote of the other partners.
• Upon withdrawal or expulsion, the withdrawing or expelled Partner shall be entitled to receive the fair market value of their ownership interest as determined by an independent appraisal.

Death, Disability, or Bankruptcy

• In the event of the death, disability, or bankruptcy of a Partner, the remaining Partners shall have the option to purchase the ownership interest of the deceased, disabled, or bankrupt Partner.
• The purchase price shall be the fair market value of the ownership interest as determined by an independent appraisal.

Registration and Maintenance

• The Partnership shall register as a limited liability partnership with the Virginia State Corporation Commission and shall maintain its registration in accordance with Virginia law.
• The Partnership shall file all required periodic statements of qualification/annual renewals with the State Corporation Commission.

Records and Accounting

• The Partnership shall maintain complete and accurate records of its business affairs.
• Each Partner shall have the right to access and inspect the Partnership's records.
• The Partnership's books of account shall be maintained in accordance with generally accepted accounting principles.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City/County], Virginia.
• If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with venue in [City/County], Virginia.
• The parties waive any right to a jury trial.

Relationship to Other Agreements

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Amendment

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

Notice

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

Electronic Signatures

• This agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Severability

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

Dissolution and Winding Up

• The Partnership may be dissolved upon the unanimous consent of the Partners.
• Upon dissolution, the assets of the Partnership shall be distributed in accordance with the provisions of the Virginia Uniform Partnership Act.

Representations and Warranties

• Each Partner represents and warrants that they have the full right, power, and authority to enter into this Agreement and to perform their obligations hereunder.

Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

Compliance

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

Tax Matters

• [Tax Matters Partner Name] is hereby designated as the Tax Matters Partner of the Partnership.

Regulatory Compliance

• The Partnership shall comply with all applicable regulatory and ethical requirements.

Record Retention

• The Partnership shall retain all records in accordance with applicable laws and regulations.

Reservation of Rights

• The Partners reserve the right to modify this Agreement in response to changes in Virginia law.

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

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[Partner 1 Full Legal Name]

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[Partner 2 Full Legal Name]

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[Partner 3 Full Legal Name] (Add more signature lines as needed)