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Limited Liability Partnership Agreement

Loose / Light - 2 Parties

Two 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.

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Document Description

This Limited Liability Partnership Agreement is a legal document that establishes a partnership between 2 parties. The agreement outlines the purpose of the partnership, which is to conduct business in a specific territory. It also regulates the relationship between the parties as members of the partnership and sets out the management structure of the partnership.

Section 1 defines key terms used throughout the document, while Section 2 denotes the effective period of this agreement.

Section 3 mentions that the business shall be conducted in the best interests of the LLP on sound commercial profit-making principles, while Section 4 specifies members shall make initial contributions to the capital of the LLP.

The remaining sections mainly detail the monetary matters such as further finance and profits & losses and management matters such as directors & partnership board and executive management. There are also several miscellaneous provisions such as assignments, confidentiality, waivers & amendments, etc.

In short, this document is effective in establishing a partnership between 2 parties.


How to use this document?


To use this Limited Liability Partnership Agreement, follow these steps:


1. Review the agreement: Read through the entire agreement to understand its terms and provisions.

2. Customize the agreement: Modify the agreement as necessary to reflect the specific details of your partnership, such as the names and addresses of the parties, the name of the LLP, and the capital contributions.

3. Incorporate the LLP: Complete and deliver all necessary documents to the relevant authorities to incorporate the LLP in accordance with the laws of the territory.

4. Establish the LLP board: Appoint the designated members and directors of the LLP board as specified in the agreement.

5. Conduct business: Conduct the business of the LLP in accordance with the best interests of the partnership and the business plan approved by the LLP board.

6. Manage finances: Ensure that each member contributes their percentage share of funding required by the budget and maintain proper accounting records for the LLP.

7. Hold meetings: Schedule regular meetings of the LLP board and ensure that quorum requirements are met. Follow the procedures outlined in the agreement for convening and conducting meetings.

8. Make decisions: Pass resolutions of the LLP board by majority vote, unless the matter falls under reserved matters, which require a higher majority or unanimous vote.

9. Manage executive management: Delegate day-to-day executive management responsibilities to the chief executive and other executive managers. Approve the appointment and terms of reference for executive managers.

10. Protect confidentiality: Maintain confidentiality of commercial and technical information related to the LLP and the other member. Obtain consent before making any announcements related to the LLP.

11. Handle disputes: Attempt to resolve any disputes amicably through negotiation. If unable to reach a resolution, refer the dispute to the respective chairpersons/chief executives of the parties.

12. Terminate the LLP: If necessary, follow the procedures outlined in the agreement for terminating the LLP, including winding up the business and distributing assets.


Please note that this guidance is a summary and does not constitute legal advice. It is recommended to consult with a legal professional to ensure compliance with applicable laws and regulations.

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