Wisconsin limited liability partnership agreement template

Wisconsin Limited Liability Partnership Agreement

This Wisconsin Limited Liability Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed below (the "Partners"). This Agreement is governed by the Uniform Partnership Law as adopted and modified in Wisconsin (Wisconsin Statutes Chapter 178).

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

Each party is designated as a Partner entitled to limited liability status under Wisconsin law.

1. Formation

• The Partners hereby form a limited liability partnership (the “LLP”) under the laws of the State of Wisconsin.
• Option A: The name of the LLP shall be [LLP Name].
• Option B: The name of the LLP shall be determined by the Managing Partner and filed with the Wisconsin Department of Financial Institutions (DFI).

2. Purpose

• The purpose of the LLP is to engage in the following business: [Description of Business Purpose].
• Option A: The principal place of business shall be located at [Address].
• Option B: The principal place of business shall be determined by the Managing Partner and may be changed from time to time.

3. Term

• The term of this LLP shall commence on the date of this Agreement.
• Option A: The term of the LLP shall be perpetual.
• Option B: The term of the LLP shall be for a period of [Number] years, expiring on [Date].

4. Capital Contributions

• Each Partner shall contribute to the capital of the LLP as follows:
  • [Partner 1 Full Legal Name]: [Amount] in cash and/or [Description of Non-Cash Contribution] valued at [Value of Non-Cash Contribution].
  • [Partner 2 Full Legal Name]: [Amount] in cash and/or [Description of Non-Cash Contribution] valued at [Value of Non-Cash Contribution].
  • [Partner 3 Full Legal Name]: [Amount] in cash and/or [Description of Non-Cash Contribution] valued at [Value of Non-Cash Contribution]. (Add more as needed)
• Option A: Additional capital contributions shall be required as determined by a [Percentage]% vote of the Partners.
• Option B: No additional capital contributions shall be required.

5. Ownership Interests

• The percentage ownership interests of each Partner in the LLP shall be as follows:
  • [Partner 1 Full Legal Name]: [Percentage]%
  • [Partner 2 Full Legal Name]: [Percentage]%
  • [Partner 3 Full Legal Name]: [Percentage]% (Add more as needed)

6. Management

• The management of the LLP shall be vested in the Partners.
  • Option A: All Partners shall participate in the management of the LLP.
  • Option B: [Partner Name] shall be the Managing Partner and shall have the authority to make day-to-day decisions.
• Reserved matters requiring [Unanimous/Supermajority] approval include:
  • Sale of substantially all assets
  • Admission of new partners
  • Merger or consolidation of the LLP

7. Voting Rights

• Each Partner shall have voting rights in proportion to their ownership interest.
• Option A: Meetings shall be held [Frequency]. Notice of meetings shall be given [Number] days prior to the meeting.
• Option B: Partners may take action by written consent.

8. Limited Liability

Wisconsin law provides for partner liability protection for partnership debts and obligations, except for a Partner's own misconduct or negligence. This Agreement shall not be interpreted in any way inconsistent with Wisconsin LLP statutes.

9. Profit and Loss Allocation

• Profits and losses shall be allocated to the Partners in proportion to their ownership interests.
• Option A: Cash distributions shall be made [Frequency].
• Option B: Cash distributions shall be made as determined by the Managing Partner.

10. Tax Matters

• The LLP shall elect to be taxed as a partnership for federal and Wisconsin income tax purposes. The LLP will furnish a Schedule K-1 to each Partner annually.
• Option A: The LLP will register for Wisconsin composite filing.
• Option B: The LLP will not register for Wisconsin composite filing.

11. Admission of New Partners

New Partners may be admitted with the consent of [Percentage]% of the existing Partners.

12. Transfer of Partnership Interests

• No Partner may transfer their partnership interest without the consent of [Percentage]% of the other Partners.
• Option A: The LLP shall have a right of first refusal to purchase the transferring Partner's interest.
• Option B: The other Partners shall have a right of first refusal to purchase the transferring Partner's interest.

13. Withdrawal, Retirement, Expulsion

• A Partner may withdraw from the LLP by giving [Number] days' written notice to the other Partners.
• Option A: The withdrawing Partner shall be entitled to receive the fair market value of their partnership interest as determined by [Method of Valuation].
• Option B: The withdrawing Partner shall be entitled to receive the amount of their capital account.

14. Dissolution

• The LLP shall dissolve upon the occurrence of any of the following events:
  • The death, withdrawal, retirement, or expulsion of a Partner, unless the remaining Partners agree to continue the LLP.
  • The sale of all or substantially all of the LLP's assets.
  • A vote of [Percentage]% of the Partners to dissolve the LLP.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Mediation in [City, Wisconsin].
  • Option B: Arbitration in [City, Wisconsin] in accordance with the rules of the American Arbitration Association.

17. Indemnification

The LLP shall indemnify and hold harmless the Partners from and against any and all liabilities, claims, damages, and expenses, subject to statutory limits under Wisconsin law.

18. Insurance

The LLP shall maintain [Description of Insurance Coverage] insurance coverage.

19. Books and Records

The LLP shall maintain accurate books and records of all its transactions. All Partners shall have the right to inspect the LLP's books and records.

20. Amendments

This Agreement may be amended only by a written agreement signed by all of the Partners. Any amendments must be filed with the Wisconsin DFI as required.

21. Notices

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 when mailed by certified mail, return receipt requested, to the addresses set forth above.

22. Further Assurances

Each Partner agrees to execute and deliver such other documents and instruments and to do such other acts and things as may be necessary or convenient to carry out the intent and purpose of this Agreement.

Each Partner acknowledges having reviewed this Agreement and having received independent legal and tax advice relating to the operation of a Wisconsin Limited Liability Partnership.

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 as needed)