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If you`ve decided to form a limited liability partnership (LLP), it`s important to understand the legal requirements and structure of your business. One essential document that you`ll need to create is an LLP operating agreement. This agreement outlines the roles and responsibilities of each partner, as well as the financial and operational rules of the partnership.

To help you get started, we`ve compiled a sample LLP operating agreement that you can use as a template for your own agreement. Keep in mind that this is a general example, and you should consult with an attorney to ensure that your agreement meets your specific business needs and state laws.

Sample LLP Operating Agreement

Article I – Formation and Purpose

This section establishes the name of the LLP and outlines the main purpose of the partnership.

Article II – Partners

This section identifies the partners of the LLP, including their names, addresses, and contributions to the business.

Article III – Management

This section defines the management structure of the partnership and outlines the roles and responsibilities of each partner. It also includes provisions for the election of a managing partner, voting rights, and decision-making procedures.

Article IV – Capital Contributions

This section outlines the capital contributions that each partner has made to the business, as well as the procedures for making additional contributions in the future.

Article V – Profits and Losses

This section addresses how profits and losses will be distributed among the partners. It also includes provisions for the allocation of profits and losses in the event of a partner`s withdrawal or death.

Article VI – Taxation

This section outlines the taxation policies of the partnership, including the allocation of tax liabilities and the filing of tax returns.

Article VII – Dissolution and Termination

This section outlines the procedures for dissolving the partnership and distributing the assets of the business in the event of termination.

Article VIII – Amendments

This section outlines the procedures for amending the LLP operating agreement, including the requirements for a majority vote and written notice to all partners.


Creating an LLP operating agreement is a crucial step in forming your partnership. This legal document outlines the rules and regulations that will govern your business, and it can help prevent disputes and misunderstandings between partners. By using our sample agreement as a guide, you can create a comprehensive and legally binding LLP operating agreement that meets your business needs. As always, it`s important to consult with an attorney to ensure that your agreement is legally sound and protects the interests of all partners.