Four Parties Limited liability Partnership Agreement (a LLP) will be established under local law. It provides a basic Partnership framework only. This agreement is drafted to impose loose / light obligations on the Members.
P1, P2, P3 and P4 wish to establish a limited liability partnership in [TERRITORY] under the name of [NAME] (the LLP) for the purpose of [BUSINESS].
P1, P2, P3 and P4 wish to regulate their relationship as members in the LLP and the management of the LLP in accordance with the terms of this Agreement.
Overall supervision of the Business is the responsibility of the LLP Board. The LLP Board has authority to act on behalf of the LLP in all matters in connection with the Business and will carry out its duties in such manner as the LLP Board considers to be in the best interests of the LLP.
The LLP Board will comprise of the following non-executive Directors consisting of:
Any appointment or removal of a Director shall be effected by notice in writing to the LLP signed by or on behalf of the Member appointing the Director and shall take effect when the notice is delivered to the LLP, subject to any contrary intention expressed in the notice.
If any Member ceases to be a Member for any reason, the Member’s nominated Directors shall immediately resign their post.
There shall be no less than two Designated Members. The first Designated Members shall be [NAME].
The LLP Board shall meet quarterly. In addition, any Designated Member has the right to convene a meeting of the LLP Board at any time. Any meeting of the LLP Board shall be called by the Chairperson and conducted in accordance with the provisions of this clause 7.
The quorum for any meeting of the LLP Board (other than an adjourned meeting) is a majority in number of the Directors, including at least one (1) P1 Director (or his alternate), at least one (1) P2 Director (or his alternate), at least one (1) P3 Director (or his alternate) and at least one (1) P4 Director (or his alternate). If that quorum is not present within 60 minutes from the time appointed for the meeting or if during the meeting the quorum ceases to be present, the meeting shall be adjourned for seven (7) Business Days. At that adjourned meeting any two (2) Directors or their alternates appointed by Designated Members present shall be a quorum.
At least five (5) Business Days' written notice shall be given of any meeting of the LLP Board, provided that a shorter period of notice may be given with the written approval of at least one (1) P1 Director (or his alternate), at least one (1) P2 Director (or his alternate), at least one (1) P3 Director (or his alternate) and at least one (1) P4 Director (or his alternate). Any such notice shall include an agenda identifying in reasonable detail the matters to be discussed (in particular, of any matter set out in clause 7.14 and 7.15) and shall be accompanied by copies of any relevant papers to be discussed at the meeting and any resolutions to be tabled. A meeting of the LLP Board may consist of a conference between Directors who are not all in one place, but of whom each is able (directly or by telephonic communication) to speak to each of the others and to be heard by each of the others simultaneously; and the word meeting in this Agreement shall be construed accordingly.
Any Designated Member can require the Chief Executive or any other Executive Manager to attend (but not vote at) all or part of any meeting of the LLP Board in order to provide information or views. The Designated Member must notify the relevant Executive Manager and the Chairperson and the Directors within five Business Days of receiving the notice of meeting that the Executive Manager's attendance is required and specify the items on which his information or views will be required.
Resolutions of the LLP Board shall be passed as follows:
(a) Each Director has one vote. Any Director who is absent from the meeting may nominate any other Director who is present to act as his alternate and to vote in his place at the meeting.
(b) If the Chairperson is not present at any meeting of the LLP Board, those Directors present (if constituting a quorum) shall nominate a chairperson for that meeting; any Director acting as such a chairperson shall continue to have his vote in accordance with this clause 7.11.
(c) Subject to clause 7.14 and 7.15, resolutions of the LLP Board are passed by simple majority.
In the event of deadlock on any vote taken pursuant to clause 7.12 which cannot be resolved after a further meeting of the LLP Board, the matter shall be referred to the Chairperson / Chief Executives or other senior representatives of the Members whose determination (if unanimous) shall bind the LLP Board.
The following Reserved Matters shall in any event require a majority of not less than seventy five per cent of the Designated Members present and voting:
(a) any change in the nature or scope of the Business (including any material business acquisition or disposal exceeding [INVESTMENT] in value or any material partnership or joint venture);
(b) any material change in the organisation of the LLP;
(c) appointing or removing the Chief Executive or any material change in their respective employment terms;
(d) approving the Business Plan and Budget or any material deviation from the Business Plan or Budget;
(e) any expenditure on any particular item which is more than [CAPEX] (except as provided for in the relevant Budget);
(f) disposing (including the grant of any security interest or other encumbrance over) any LLP property where the value of the property exceeds [MATERIAL];
(g) commencing, settling or ceasing any litigation or arbitration involving the LLP other than any litigation or arbitration involving (i) a dispute pursuant to this Agreement or (ii) a claim of less than [LITIGATION];
(h) any determination whether any cash available to the LLP is surplus to the requirements of the LLP;
(i) the borrowing or lending by the LLP or the giving of [BORROWING];
(j) any guarantee or undertaking by the LLP of or in respect of any sum or connected sums being (in the aggregate where appropriate) in excess of echo $BORROWING; ?>;
(k) the delegation (or revocation of such delegation) of powers to a committee in accordance;
(l) any transaction with a Member or its Affiliate (or any material amendment to any contract with a Member or its Affiliates);
(m) any resolution to terminate or dissolve the LLP under clause 18.2.
The following Reserved Matters shall in any event require a unanimous vote of the Designated Members present and voting:
(a) the opening or closing of any place of business of the LLP;
(b) the admission or expulsion of any Member or the passing of a resolution authorising the service or revocation of any notice requiring any Member to retire;
(c) the appointment of any Member as a Designated Member or the revocation of any such appointment;
(d) removing Auditors and appointing new Auditors;
(e) any change in the accounting policies of the LLP; and
(f) any amendment to this Agreement.
For the avoidance of doubt the Members shall not owe fiduciary duties to each other or to the LLP (save for such fiduciary duties to the LLP as are implied by their status as agents of the LLP).
limited liability partnership,
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