LLC Business PartnershIP Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The LLC Business Partnership Agreement is a crucial legal document for businesses operating in New Zealand that choose to structure their venture as a Limited Liability Company with multiple partners. This document is essential when two or more parties wish to formalize their business relationship while benefiting from limited liability protection. It sets out detailed terms for business operations, capital contributions, profit sharing, management responsibilities, and partner obligations, all within the framework of New Zealand law. The agreement must comply with both the Companies Act 1993 and Partnership Act 1908, making it suitable for businesses ranging from small professional practices to larger commercial enterprises. It provides critical protection for all parties by clearly defining their rights and responsibilities, while establishing procedures for handling various business scenarios including partner exits, dispute resolution, and business expansion.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Technology

Manufacturing

Retail

Construction

Real Estate

Healthcare

Hospitality

Consulting

Agriculture

Financial Services

Creative Industries

Import/Export

Education

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Risk & Compliance

Operations

Administration

Business Development

Strategy

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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