West Virginia limited liability partnership agreement template

West Virginia Limited Liability Partnership Agreement

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

Partners

• Partner 1:
  • Legal Name: [Partner 1 Name]
  • Address: [Partner 1 Address]
  • Contact Information: [Partner 1 Phone Number], [Partner 1 Email]
• Partner 2:
  • Legal Name: [Partner 2 Name]
  • Address: [Partner 2 Address]
  • Contact Information: [Partner 2 Phone Number], [Partner 2 Email]
• (Add Additional Partners as Necessary)

All Partners listed herein agree to form a Limited Liability Partnership ("LLP") under the laws of the State of West Virginia, specifically the West Virginia Uniform Partnership Act, W. Va. Code §47B.

Formation and Name

• Registered LLP Name: [LLP Name]
• Principal Office Address in West Virginia: [Principal Office Address]
• Registered Agent: [Registered Agent Name]
• Registered Office: [Registered Office Address]
• Secretary of State Filing Date: [Filing Date]
• Registration Number: [Registration Number]

Business Purpose

• Option A: To engage in any lawful business, purpose, or activity for which a limited liability partnership may be formed under the laws of West Virginia.
• Option B: The specific business purpose of this LLP is: [Detailed Description of Business Purpose]. The LLP will operate within the industry of [Industry Type], and comply with all applicable regulatory requirements.

Term and Duration

• Option A: The term of this LLP shall commence on the effective date of this Agreement and shall continue until terminated as provided herein.
• Option B: The term of this LLP shall commence on [Start Date] and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
• Termination Trigger: The LLP shall terminate upon the occurrence of any of the following events: [List of Events, e.g., Bankruptcy, Death of a Partner, Mutual Agreement].

Capital Contributions and Ownership

Each Partner's initial capital contribution is as follows:

• [Partner Name]: [Dollar Amount] or [Description of Property] (valued at [Dollar Amount])
• [Partner Name]: [Dollar Amount] or [Description of Property] (valued at [Dollar Amount])

Valuation Method of Non-Cash Contributions: [Describe Method Used, e.g., Appraisal].

Additional Funding Obligations:

• Option A: No Partner shall be required to make any additional capital contributions.
• Option B: Partners may be required to make additional capital contributions upon a majority vote of the Partners, up to a maximum of [Dollar Amount] per Partner.

Ownership Percentages:

• [Partner Name]: [Percentage]%
• [Partner Name]: [Percentage]%

Partner-Specific Contribution Requirements: [Describe any partner-specific requirements, e.g., personal guarantees].

Management and Voting

Rights and Obligations: Each Partner shall have the right to participate in the management and operation of the LLP.

Voting Procedures:

• Quorum: A quorum for any meeting of the Partners shall consist of [Percentage]% of the Partners.
• Decision Thresholds:
  • Ordinary Matters: Decisions on ordinary matters shall be made by a majority vote of the Partners present at a meeting at which a quorum is present.
  • Extraordinary Matters: Decisions on extraordinary matters (e.g., amending this agreement, selling assets) shall require a [Percentage]% vote of all Partners.
• Tie-Breaking Process: In the event of a tie vote, the decision shall be made by [Designated Partner/Method].
• Remote/Electronic Participation: Partners may participate in meetings remotely via [Method, e.g., video conference].

Authority of Partners

Limitations: No Partner shall have the authority to bind the LLP to any contract or agreement exceeding [Dollar Amount] without the prior written consent of a majority of the Partners.

Binding the LLP: Any Partner acting within the scope of their authority may bind the LLP. The scope of a partner's authority is as defined in this agreement, consistent with the statutory limits under West Virginia law.

Profit, Loss, and Distributions

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

Timing and Method of Distributions: Distributions shall be made [Frequency, e.g., quarterly] by [Method, e.g., check, electronic transfer].

Special Allocations: [Describe any special allocations, e.g., guaranteed payments to managing partners].

Tax Matters

Tax Matters Partner/Representative: [Partner Name] shall be the Tax Matters Partner/Representative for the LLP.

Tax Returns: The Tax Matters Partner shall be responsible for the preparation and filing of all federal, state (including the West Virginia partnership return), and local tax returns.

K-1 Statements: K-1 statements shall be issued to each Partner by [Date].

West Virginia Tax Treatment: The partnership will be treated as a [Pass-through/Entity] for West Virginia tax purposes.

Franchise and Annual Reporting Fees: The Tax Matters Partner will be responsible for ensuring the LLP pays all required West Virginia franchise and annual reporting fees.

Admission of New Partners

Procedures: New Partners may be admitted upon the unanimous written consent of all existing Partners.

Approval Requirements: A prospective new Partner must undergo a due diligence process and meet the approval criteria established by the existing Partners.

Capital Contribution: New Partners shall contribute capital as determined by the existing Partners.

Filings: Upon admission of a new Partner, the LLP shall file the necessary amendments with the West Virginia Secretary of State and update internal records.

Transfer of Partnership Interests

Restrictions: No Partner may transfer their partnership interest without the prior written consent of all other Partners.

Right of First Refusal: In the event a Partner desires to transfer their interest, the other Partners shall have a right of first refusal to purchase the interest at a price and on terms to be agreed upon.

Valuation: If the Partners cannot agree on a price, the interest shall be valued by [Method, e.g., an independent appraiser].

Payment Terms: The purchase price shall be paid [Payment Terms, e.g., in cash at closing].

Withdrawal, Resignation, Retirement, and Expulsion

Notice Period: A Partner desiring to withdraw or resign from the LLP must provide [Number] months' written notice to the other Partners.

Redistribution/Buyout: Upon withdrawal, resignation, retirement, or expulsion, the departing Partner's interest shall be [Redistributed among the remaining Partners/Purchased by the LLP or remaining Partners] at a price and on terms to be agreed upon, consistent with W. Va. Code §47B and common local practices.

Process: The process for determining the value of the departing partner's interest will be [Describe Process].

Liability Protections

Scope of Limited Liability: The Partners of this LLP shall have limited liability as provided under West Virginia law.

Carve-Outs: The limited liability protection shall not extend to liability arising from a Partner's personal misconduct, improper distributions, or guarantees.

Indemnification: The LLP shall indemnify its Partners, officers, and agents to the fullest extent permitted by law.

Insurance: The LLP shall maintain adequate insurance coverage, including general liability and professional liability (if applicable), consistent with West Virginia industry standards.

Duties and Standards of Conduct

Fiduciary Duty: Each Partner owes a fiduciary duty of loyalty, care, and disclosure to the LLP and the other Partners.

Conflicts of Interest: Partners shall disclose any conflicts of interest to the other Partners.

Self-Dealing: Partners shall not engage in self-dealing transactions without the informed consent of the other Partners.

Competition: [Option A: Partners shall be free to engage in competing businesses. / Option B: Partners shall not engage in any business that competes with the LLP during the term of their partnership.]

Financial Matters

Bank Account Authority: [Partner Name(s)] shall have authority to access and manage the LLP's bank accounts.

Financial Controls: The LLP shall maintain appropriate financial controls and accounting procedures.

Record-Keeping: Accurate and complete records shall be maintained and made available to all Partners.

Access Rights: Each Partner shall have the right to access the LLP's books and records.

Annual Reports: The LLP will prepare annual reports and financial statements as required by West Virginia law.

Dispute Resolution

Internal Grievance Process: Any dispute between Partners shall first be addressed through an internal grievance process.

Mediation/Arbitration: If the internal grievance process is unsuccessful, the parties shall attempt to resolve the dispute through mediation in [City, West Virginia]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City, West Virginia] in accordance with the rules of the American Arbitration Association.

Forum and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the State of West Virginia. The exclusive forum for any legal action arising out of or relating to this agreement shall be the state or federal courts located in [County, West Virginia].

Insurance Requirements

General Liability: The LLP shall maintain general liability insurance in the amount of [Dollar Amount].

Professional Liability: If required by industry standards, the LLP shall maintain professional liability insurance in the amount of [Dollar Amount].

Workers' Compensation: The LLP shall comply with all West Virginia workers' compensation laws.

Compliance with Laws

The LLP shall comply with all applicable local, state, and federal business, licensing, and industry-specific regulatory requirements.

The Partners are obligated to stay current on changes to applicable West Virginia statutes and regulations.

Amendment

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

Any amendment shall be filed with the West Virginia Secretary of State if required by law.

Dissolution and Winding Up

Triggers: The LLP shall dissolve upon the occurrence of any of the following events: [List of Events, e.g., Agreement of Partners, Bankruptcy].

Procedures: Upon dissolution, the assets of the LLP shall be liquidated and distributed in accordance with W. Va. Code §47B-9-8.

Priority: The debts of the LLP shall be paid first, followed by the return of capital contributions to the Partners, and then the distribution of any remaining assets in proportion to their respective ownership percentages.

Notification: Upon dissolution, the LLP shall notify the West Virginia Secretary of State and all relevant tax authorities.

Representations, Warranties, and Covenants

Each Partner represents and warrants that they have the legal capacity to enter into this Agreement.

Each Partner covenants to act in good faith and in the best interests of the LLP.

Remedies for Breach: [Describe remedies for breach of this agreement, e.g., specific performance, damages].

Authority and Compensation of Managers/Officers

• Option A: The LLP shall not have any managers or officers.
• Option B: The following Partner(s) shall serve as manager(s)/officer(s) of the LLP: [Partner Name(s) and Titles]. The authority and compensation of the manager(s)/officer(s) shall be as follows: [Detailed Description].
• Appointment and Removal: Managers/officers shall be appointed and removed by a [Percentage]% vote of the Partners.

Tax Credits and Incentives

The LLP intends to take advantage of the following West Virginia tax credits or incentives: [List of Tax Credits/Incentives].

The LLP shall comply with all reporting requirements related to these tax credits/incentives.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, registered or certified, postage prepaid, addressed to the party at the address set forth above. Electronic signatures shall be accepted in accordance with West Virginia law.

Severability, Waiver, and Integration

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

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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. This agreement shall be governed by and interpreted under West Virginia law.

Additional Provisions

[Include any additional provisions specific to the industry sector or needs of the LLP, e.g., confidentiality agreements, non-compete agreements].

The LLP agrees to adhere to all future changes in applicable West Virginia statutes affecting LLPs.

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

____________________________
[Partner 1 Name]

____________________________
[Partner 2 Name]

(Add signature lines for additional partners as necessary)