Washington limited liability partnership agreement template

Washington Limited Liability Partnership Agreement

This WASHINGTON LIMITED LIABILITY PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into as of [Date], by and among the parties listed below, each referred to herein as a "Partner" and collectively as the "Partners."

The parties to this Agreement are:

• [Partner 1 Name], residing at [Partner 1 Address], with contact details [Partner 1 Phone Number] and [Partner 1 Email Address], and Washington State UBI Number (if applicable) [Partner 1 UBI Number].
• [Partner 2 Name], residing at [Partner 2 Address], with contact details [Partner 2 Phone Number] and [Partner 2 Email Address], and Washington State UBI Number (if applicable) [Partner 2 UBI Number].
• [Partner 3 Name], residing at [Partner 3 Address], with contact details [Partner 3 Phone Number] and [Partner 3 Email Address], and Washington State UBI Number (if applicable) [Partner 3 UBI Number].

*(Add more partners as needed)*

Each Partner is admitted as a partner in this Limited Liability Partnership (LLP) on [Date of Admission], and none are admitted as general or limited partners under any other structure.

The Partners desire to form a limited liability partnership under the laws of the State of Washington, specifically Chapter 25.05 RCW, and to set forth their respective rights, duties, and obligations.

WHEREAS, the LLP has been filed with the Washington Secretary of State and its annual report filings under RCW 25.05 and RCW 25.10 are current.

Formation and Name

• The parties hereby form a limited liability partnership under the laws of the State of Washington.
• The name of the limited liability partnership shall be [LLP Name] (the "Partnership").

Business Purpose and Scope

• The purpose of the Partnership is to engage in the following business: [Describe Business Purpose].
• The permissible lines of business as allowed under Washington law are [Permissible Lines of Business].
• The scope of operations is [Scope of Operations].

Principal Place of Business and Registered Agent

• The principal place of business of the Partnership shall be located at [Address] in the State of Washington.
• The registered agent and office shall be as filed with the Washington Secretary of State. [Registered Agent Name and Address]

Term

• The term of the Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option A: The term of the partnership shall be perpetual.
• Option B: The Partnership term may be extended or renewed upon the unanimous written consent of all Partners.

Capital Contributions

• The initial capital contributions of each Partner are as follows:
  • [Partner 1 Name]: [Dollar Amount] in cash and/or [Description of Property or Services], valued at [Dollar Amount].
  • [Partner 2 Name]: [Dollar Amount] in cash and/or [Description of Property or Services], valued at [Dollar Amount].
  • [Partner 3 Name]: [Dollar Amount] in cash and/or [Description of Property or Services], valued at [Dollar Amount].
  *(Add more partners as needed)*
• Schedules for additional contributions, if any, are as follows: [Schedule of Additional Contributions].
• Procedures for default on capital contributions: [Procedures for Default].
• The percentage ownership interest of each Partner is as follows:
  • [Partner 1 Name]: [Percentage]%.
  • [Partner 2 Name]: [Percentage]%.
  • [Partner 3 Name]: [Percentage]%.
  *(Add more partners as needed)*

Additional Capital Contributions

• Additional capital calls may be made upon a [Majority/Unanimous] vote of the Partners.
• Limits on capital obligations: [Limits on Capital Obligations].
• Enforcement options and remedies for non-compliance: [Enforcement Options and Remedies], specifically protecting limited liability status.

Management

• Option A: The management of the Partnership shall be vested in all of the Partners. Each Partner shall have equal rights in the management and conduct of the Partnership business.
• Option B: The management of the Partnership shall be vested in a managing partner: [Managing Partner Name].
• The rights and limits of each partner to participate in management are [Rights and Limits].
• The statutory authority to bind the LLP is defined by RCW 25.05.
• Delegation of authority: [Delegation of Authority].
• Removal and replacement procedures: [Removal and Replacement Procedures].
• Modification of authority by consent per RCW 25.05: [Modification of Authority by Consent Procedures].

Voting Rights

• Voting rights shall be in accordance with LLP ownership percentages.
• Procedures and thresholds for routine decisions: [Procedures and Thresholds for Routine Decisions].
• Procedures and thresholds for major decisions (e.g., mergers, dissolution, sale of assets, incurrence of significant debt, new member admissions), with reference to supermajority or unanimous consent requirements prescribed by Washington law or agreed by the partners: [Procedures and Thresholds for Major Decisions].

Meetings and Records

• Regular meeting schedules: [Meeting Schedule].
• Required advance notice: [Advance Notice Period].
• Quorum: [Quorum Requirements].
• Proxy allowances: [Proxy Allowances].
• Record-keeping duties under Washington record retention statutes: [Record-Keeping Duties].
• Requirements for maintaining and inspecting partnership records available to partners as set forth in RCW 25.05: [Record Inspection Requirements].

Duties and Responsibilities

• Each Partner shall devote such time and attention to the business of the Partnership as may be reasonably necessary.
• Specific management roles: [Specific Management Roles].
• Employment or consulting relationships, if any: [Employment or Consulting Relationships].
• Standards of conduct: [Standards of Conduct].
• Reporting requirements: [Reporting Requirements].
• Noncompetition and confidentiality obligations: [Noncompetition and Confidentiality Obligations].
• Disciplinary measures: [Disciplinary Measures].

Admission of New Partners and Transfer of Interests

• Admission of new partners: [Admission of New Partners Procedures].
• Right of first refusal: [Right of First Refusal].
• Pre-emptive rights: [Pre-Emptive Rights].
• Approval requirements: [Approval Requirements].
• Detailed admission mechanics compliant with Washington law: [Admission Mechanics].
• Transfer, assignment, pledge, or encumbrance of partnership interests: [Transfer Restrictions].
• Restrictions reflecting necessary consents, permitted transferees under industry or licensing laws: [Transfer Restrictions Due to Licensing].
• Procedures for valuation and buyout on death, disability, withdrawal, bankruptcy, separation, or expulsion of a partner: [Valuation and Buyout Procedures].

Limited Liability and Indemnification

• Partners shall enjoy limited liability as provided in RCW 25.05.125, protecting partners from liabilities of the partnership and each other, with carve-outs for liability due to personal fraud or willful misconduct.
• Indemnification procedures for partners, managers, employees, agents, and the Partnership itself, addressing advancement of defense costs and insurance: [Indemnification Procedures].

Allocation of Profits, Losses, and Distributions

• Profits and losses shall be allocated among the Partners in proportion to their respective ownership interests.
• Timing and manner of distributions: [Timing and Manner of Distributions].
• Special allocations: [Special Allocations].
• Retention of earnings: [Retention of Earnings Policy].

Tax Treatment

• The Partnership shall be treated as a partnership for federal and Washington state tax purposes.
• The "tax matters partner" or partnership representative for federal and state returns: [Tax Matters Partner Name].
• Obligations for preparing and distributing K-1 forms and any Washington excise tax filings (such as B&O tax): [Tax Filing Obligations].
• Special elections or treatment prompted by local taxation requirements: [Tax Elections].

Nonwaivable Provisions

• Maintenance of partner register.
• Restrictions on indemnification for bad faith or intentional misconduct.
• Partner access to books and records.

Dispute Resolution

• Procedures for internal discussion, mediation, and/or binding arbitration in Washington State: [Dispute Resolution Procedures].
• Governing law: The laws of the State of Washington.
• Exclusive venue: [Name of Washington County] County Superior Court or the U.S. District Court for the [Western/Eastern] District of Washington.

Annual Renewals and Filings

• Requirements for annual renewals and filings with the Washington Secretary of State as mandated by statute (including reinstatement procedures if lapsed): [Annual Filing Requirements].
• Requirements for notifying state authorities of key changes such as change of registered agent, principal office, or partnership composition: [Notification Requirements].

Dissolution and Winding Up

• Procedures for the dissolution, winding up, plan of liquidation: [Dissolution Procedures].
• Priority and method of asset distribution in accordance with Washington law: [Asset Distribution Procedures].
• Requirements for notice to creditors and public filings upon winding up: [Notice to Creditors Requirements].
• Final partnership accounting: [Final Accounting Requirements].

Insurance

• The Partnership shall maintain the following insurance policies: [List of Insurance Policies].

Amendments

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

Compliance

• This Agreement is intended to comply with all applicable Washington statutes and regulations.

Attachments

• The following documents are attached hereto and incorporated herein: [List of Attachments].

Notices

• All notices hereunder 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 address of the Partner set forth above.

Severability

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

Entire Agreement

• This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

Survival

• Certain obligations, including but not limited to confidentiality and non-competition, shall survive dissolution or partner withdrawal.

Electronic Communication and Signatures

• Electronic communication and electronic signature acceptance are permitted by Washington’s Uniform Electronic Transactions Act.

Confidentiality and Intellectual Property

• Confidentiality obligations: [Confidentiality Obligations].
• Intellectual property protection: [Intellectual Property Protection Measures].

Noncompete and Nonsolicit

• Limitations on noncompete and nonsolicit provisions consistent with Washington law: [Noncompete and Nonsolicit Limitations].

Regulatory Compliance

• Compliance requirements as required by Washington’s Department of Revenue, Secretary of State, and any local governmental licensing or reporting authorities: [Regulatory Compliance Requirements].

Risk Allocation

• Allocation of known external risks: [Risk Allocation Measures].

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

____________________________
[Partner 3 Name]

*(Add signature lines for more partners as needed)*