Llp Operating Agreement Template for United States

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Key Requirements PROMPT example:

Llp Operating Agreement

"I need an LLP Operating Agreement for a new accounting firm with 5 equal partners, all CPAs, planning to start operations in March 2025, with specific provisions for professional liability and profit sharing based on both ownership and individual performance metrics."

Document background
The LLP Operating Agreement is a crucial document used when establishing or restructuring a Limited Liability Partnership in the United States. It serves as the primary governing document that defines the partnership's structure, management, and operational procedures. This agreement is particularly important for professional service firms seeking liability protection while maintaining partnership tax benefits. It must comply with both federal regulations and state-specific partnership laws, which can vary by jurisdiction. The agreement typically includes detailed provisions on capital contributions, profit sharing, decision-making processes, partner duties, transfer restrictions, and dissolution procedures. It's essential for protecting partners' interests, preventing disputes, and ensuring smooth business operations. The document should be carefully crafted to address both current needs and potential future scenarios, making it a vital tool for long-term business planning and risk management.
Suggested Sections

1. Parties: Identifies all initial partners and the LLP entity

2. Background: Describes the purpose of forming the LLP and the intentions of the partners

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLP formation, registered name, and business purpose

5. Partnership Interests: Defines ownership percentages and classes of partnership interests

6. Capital Contributions: Specifies initial and ongoing capital contribution requirements

7. Allocations and Distributions: Details how profits, losses, and distributions are allocated among partners

8. Management and Voting: Describes management structure, voting rights, and decision-making processes

9. Rights and Duties of Partners: Outlines partners' responsibilities, obligations, and rights

10. Meetings and Records: Procedures for partner meetings and maintenance of partnership records

11. Transfer Restrictions: Rules regarding transfer of partnership interests

12. Withdrawal and Removal: Procedures for partner withdrawal or removal

13. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

14. General Provisions: Standard legal provisions including governing law, amendments, and notices

Optional Sections

1. Professional Requirements: For professional service LLPs, includes specific professional licensing and conduct requirements

2. Intellectual Property: Provisions regarding ownership and use of IP when relevant to the business

3. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information

4. Insurance: Requirements for professional liability and other insurance coverage

5. Alternative Dispute Resolution: Procedures for mediation or arbitration if preferred over litigation

6. International Operations: Additional provisions for LLPs operating across borders

7. Employee Matters: Provisions regarding hiring, management of employees if the LLP will have employees

8. Tax Matters Partner: Designation and duties of tax matters partner for larger partnerships

Suggested Schedules

1. Schedule A - Partner Information: Details of all partners including contact information and initial capital contributions

2. Schedule B - Initial Capital Accounts: Opening capital account balances and valuations

3. Schedule C - Profit Sharing Ratios: Detailed breakdown of profit and loss allocation percentages

4. Schedule D - Approved Managers: List of initial managers and their authorities if applicable

5. Appendix 1 - Voting Requirements: Detailed matrix of voting thresholds for different types of decisions

6. Appendix 2 - Valuation Methodology: Agreed methods for valuing partnership interests

7. Appendix 3 - Buy-Sell Provisions: Detailed procedures and formulas for buying/selling partnership interests

8. Appendix 4 - Administrative Procedures: Detailed operational procedures and policies

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

Legal Services

Accounting Services

Medical Practices

Consulting Services

Architecture

Engineering Services

Real Estate Services

Investment Advisory

Tax Advisory

Professional Services

Financial Services

Relevant Teams

Legal

Finance

Executive Leadership

Compliance

Risk Management

Corporate Governance

Partnership Administration

Business Development

Professional Services

Operations

Relevant Roles

Managing Partner

Senior Partner

Partner

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Corporate Counsel

General Counsel

Legal Director

Business Development Director

Finance Director

Partnership Secretary

Compliance Officer

Risk Manager

Professional Partner

Executive 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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