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The Limited Liability Partnership Agreement is a legal document that establishes a partnership between Party 1, Party 2, Party 3, and Party 4. The agreement outlines the purpose of the partnership, which is to conduct business in a specific territory. It also regulates the relationship between the members and the management of the partnership.
The agreement begins with an interpretation section, which defines key terms used throughout the document. It clarifies the meaning of terms such as accounting period, affiliate, accounts, auditors, budget, designated members, director, effective date, executive manager, members, LLP interest, LLP board, LLP, percentage share, current accounts, and more.
The agreement then covers various aspects of the partnership, including contributions, further finance, profits and losses, directors and partnership board, executive management, LLP property, undertakings by members, expenses, accounts, budgets and information, claims by members, default, assignments, confidentiality and announcements, termination and deadlock, waivers and amendments, severability, entire agreement, notices, settlement of disputes, governing law, counterparts, and no rights for third parties.
The agreement also includes provisions for termination, in case the financial results of the business are substantially lower than expected or if the business is no longer viable. In such cases, the LLP board may decide to terminate the partnership, and the designated members will be responsible for winding up the business and distributing its assets.
Overall, this Limited Liability Partnership Agreement is a comprehensive legal document that establishes the rights, responsibilities, and obligations of the members of the partnership and ensures the smooth operation of the business.
1. Establish the partnership: Enter the names and addresses of Party 1, Party 2, Party 3, and Party 4 in the agreement. This will officially establish the Limited Liability Partnership.
2. Define the purpose of the partnership: Clearly state the purpose of the partnership, which is to conduct business in a specific territory. This will ensure that all parties are aware of the intended scope of the partnership.
3. Determine contributions: Each member should make initial contributions to the capital of the LLP. Specify the amount and type of contributions for each member, such as cash, assets, or transfer of property.
4. Allocate percentage shares: Determine the percentage share of each member based on their current accounts. This will determine the proportion of profits and losses allocated to each member.
5. Delegate responsibilities: Appoint a Chief Executive and other executive managers to handle the day-to-day management of the business. Clearly define their roles and responsibilities.
6. Maintain proper accounting records: The LLP board is responsible for maintaining accurate accounting records and preparing audited accounts. Ensure that all financial transactions are properly recorded.
7. Prepare budgets and business plans: The Chief Executive should prepare a draft budget and business plan for each accounting period. These documents should be submitted to the LLP board for approval.
8. Resolve disputes amicably: If any disputes arise between the members, make every effort to resolve them amicably. Consult with the respective chairpersons or chief executives to find a mutually agreeable solution.
9. Comply with legal requirements: Ensure that all necessary documents are filed with the relevant authorities, such as Companies House. Comply with all applicable laws and regulations.
10. Terminate the partnership if necessary: If the financial results of the business are substantially lower than expected or if the business is no longer viable, the LLP board may decide to terminate the partnership. Follow the agreed-upon procedures for winding up the business and distributing its assets.