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LLC Business PartnershIP Agreement
"I need an LLC Business Partnership Agreement for a technology consulting firm in Auckland with three equal partners, where we want to include specific provisions for intellectual property protection and a requirement that all partners must commit full-time to the business starting March 2025."
1. Parties: Identification of all partners and the LLC entity, including full legal names and addresses
2. Background: Context of the partnership formation, business purpose, and brief history if relevant
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Structure: Legal structure, ownership percentages, and relationship between partners
5. Capital Contributions: Initial and ongoing capital contributions, valuation of non-cash contributions
6. Profit and Loss Distribution: Method and timing of profit/loss allocation between partners
7. Management and Voting: Decision-making processes, voting rights, and management responsibilities
8. Partners' Duties and Obligations: Specific responsibilities, commitments, and expectations of each partner
9. Financial Management: Banking, accounting practices, fiscal year, and financial reporting requirements
10. Transfer of Partnership Interests: Rules for selling, transferring, or encumbering partnership interests
11. Admission of New Partners: Process and requirements for admitting new partners
12. Withdrawal and Retirement: Procedures for partner withdrawal or retirement, including buyout terms
13. Dissolution and Termination: Circumstances and procedures for partnership dissolution
14. Dispute Resolution: Process for resolving disputes between partners
15. General Provisions: Standard clauses including governing law, notices, and amendments
1. Non-Competition and Confidentiality: Restrictions on competing activities and handling of confidential information, used when intellectual property or trade secrets are significant
2. Insurance Requirements: Specific insurance obligations for partners and the business, important for high-risk industries
3. Intellectual Property Rights: Ownership and management of IP, needed when the business creates or uses significant IP
4. Death or Incapacity: Detailed procedures for handling a partner's death or incapacity, important for family businesses or specialized partnerships
5. International Operations: Provisions for international business activities, needed if operating across borders
6. Employee Management: Framework for hiring and managing employees, important for larger partnerships
7. Environmental Compliance: Environmental obligations and commitments, necessary for businesses with environmental impact
1. Schedule 1: Capital Contributions: Detailed listing of each partner's initial and subsequent capital contributions
2. Schedule 2: Ownership Structure: Detailed breakdown of ownership percentages and classes of interests
3. Schedule 3: Business Plan: Initial business plan and strategic objectives
4. Schedule 4: Management Structure: Organizational chart and detailed management responsibilities
5. Schedule 5: Relevant Assets: List of partnership assets including property, equipment, and intellectual property
6. Appendix A: Valuation Method: Agreed methodology for valuing partnership interests
7. Appendix B: Financial Procedures: Detailed financial and accounting procedures
8. Appendix C: Required Resolutions: Template resolutions for common partnership decisions
Authors
Annual Budget
Applicable Law
Approved Bank
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Companies Act
Company
Confidential Information
Default Event
Defaulting Partner
Directors
Dispute
Effective Date
Encumbrance
Financial Year
GST
Initial Capital Contribution
Intellectual Property Rights
Limited Liability Company
Majority Vote
Management Committee
Managing Partner
Material Breach
Net Profit
New Partner
Partnership Interest
Partnership Property
Partnership Share
Partners
Partnership
Partnership Act
Percentage Interest
Profit and Loss
Quarter
Related Party
Reserved Matters
Resolution
Special Resolution
Subsidiary
Super Majority Vote
Tax
Territory
Transfer
Unanimous Resolution
Voting Rights
Working Capital
Partnership Formation
Term and Duration
Capital Contributions
Ownership Structure
Profit and Loss Distribution
Management Rights
Voting Rights
Decision Making
Partner Obligations
Business Operations
Financial Management
Banking Arrangements
Accounting and Records
Tax Matters
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Transfer of Interests
Admission of New Partners
Partner Exit
Buy-Sell Provisions
Death or Incapacity
Default Events
Termination
Dissolution
Dispute Resolution
Force Majeure
Notices
Amendment Procedures
Governing Law
Severability
Indemnification
Insurance
Entire Agreement
Assignment
Third Party Rights
Compliance
Good Faith
Further Assurance
Professional Services
Technology
Manufacturing
Retail
Construction
Real Estate
Healthcare
Hospitality
Consulting
Agriculture
Financial Services
Creative Industries
Import/Export
Education
Legal
Finance
Executive Leadership
Corporate Governance
Risk & Compliance
Operations
Administration
Business Development
Strategy
CEO
Managing Director
Business Owner
Company Director
Partner
General Counsel
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Operations Manager
Company Secretary
Compliance Officer
Risk Manager
Corporate Lawyer
Partnership Manager
Equity Partner
Managing Partner
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