LLP Registration Kit

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This kit provides instructions and links for registering your business as a limited liability partnership.

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A Limited Liability Partnership is a corporate entity which offers its partners a limited amount of personal liability for the debts of the partnership. This type of entity provides an alternative to a general partnership for which the partners have unlimited personal liability for corporate debts.

In most states additional restrictions are placed on the use of limited liability partnerships. This Limited Liability Partnership Multistate Registration form contains links to the specific state statutes and the website of the state’s entity governing limited liability partnership filings. These links will prove helpful in filing a Limited Liability Partnership application or registration.

This Limited Liability Partnerships Multistate Registration and Partnership Agreement includes the following provisions:
  • Parties: Identifies the names of the partners entering into the agreement and the date the agreement is signed;
  • Descriptions: The description of the partnership business, the address and the business name;
  • Term: Specifies the term of the Partnership Agreement;
  • Capital Contribution: Specifies the amount of capital each partner will contribute;
  • Prohibited Acts: Sets forth a list of acts in which all partners must agree.

Protect Yourself and your Rights by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. General Instructions
  2. Limited Liability Partnerships Multistate Registration and Partnership Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Limited Liability Partnerships
Multi-State Registration










This Packet Includes:
   1. Instructions and Checklist
   2. General Information
   3. Limited Liability Partnerships Multi-State Registration







Instructions and Checklist
 Limited Liability Partnerships
Multi-State Registration

   This kit provides instructions and links for registering your business as a limited liability partnership in any state or the District of Columbia.  

   A limited liability partnership is a partnership entity offering its partners, both general and limited, a limited amount of personal liability for the debts of the partnership.  It is a relatively new entity form, but in some cases provides a good alternative to a general partnership, in which the partners have unlimited personal liability for the businesss debts.

   In most states, a limited liability partnership is created by registering an existing general partnership using a state-provided registration or qualification form.  This kit includes information on LLP structure and registration procedures, as well as a basic partnership agreement that can be used to form a general partnership, which can then be registered as a limited liability partnership using state-provided forms.  It also includes a table of links to state LLP statutes and registration forms for all 50 states and the District of Columbia.

   Each “partner” must sign the Partnership Agreement.

    Multiple copies of this document should be signed so that each partner can keep a signed original for his/her records.

    If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners.

    Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

    The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at findlegalforms.com.



   A partnership agreement is a document that formalizes the partnership of two or more people (not a husband and wife) in their ownership of a for-profit business. This is the Partnership Agreement Short Form.  If you would like additional specificity and flexibility in termination of the partnership, buyout of a partner and other subjects, you may want to use our Partnership Agreement Long Form.  

Typically in a partnership each partner will participate in the control of the business and directly share in its profits. The consequence of this arrangement is that partners will also be liable for the partnership's debts and obligations.

   Because a partnership is defined broadly by state law, there is considerable flexibility in how it is formed and governed, which also leads to variations in its complexity.  Generally, nothing is required to establish a business as a partnership; it will happen automatically when two or more people own a business together and do not designate the enterprise as some other type of business entity (e.g. corporation or LLC).  But by creating a partnership agreement, you can spell out how the business will operate and the commitments of the parties, including: i) the nature of each partners contribution to the business, ii) how the partners will share profits and loses, and iii) decision making, authority and responsibility.  If the owners of the business do not make a written partnership agreement, state partnership law will dictate the rights and obligations of the owners.

   The laws governing partnerships may differ dramatically from state to state (e.g. some may require a registration of the partnership and partnership agreement); therefore you should become familiar with the laws of your state before entering into a partnership agreement.  Furthermore, before using this form you should consult with your attorney to ensure that it addresses the needs of your specific situation.






General Information
Limited Liability Partnerships
Multi-State Registration Kit

LLP Structure

A limited liability partnership is a partnership that affords its general partners a liability shield unlike other partnership forms.  In the case of general partnerships and limited partnerships, the general partners are personally liable for the debts of the partnership, as well as for those of the other partners.  The LLPs liability shield limits such liability.

The shield generally does not offer complete liability protection, however, and in many cases it falls short of the liability protection offered by corporations or limited liability companies.  For example, the LLP liability shield generally does not protect the business interests of its partners from the claims of personal creditors, while an LLC would offer such protection.  The specifics of the liability shield vary from state to state.  

Note that in some states, there are additional restrictions placed upon the use of the LLP entity structure.  For example, in some states LLPs can only be used to conduct business by professionals (i.e., physicians, attorneys, etc.).  Further, some states require LLPs to maintain a minimum amount of liability insurance.

For more details about the specifics of your states limited liability partnership laws, see your states partnership statute (links provided below), or consult the website of your Secretary of State or Corporations Department.


LLP Registration

In order to organize a company as an LLP, one must first form a general partnership in a particular state.  Most states then provide a mechanism by which that partnership can be registered and qualified as an LLP in that state, enjoying all of the liability protections and limitations of the LLP structure.  Such registration generally is accompanied by a filing fee, which can be anywhere from $10 to $2,500 or more.

Below are links to state LLP registration forms for all 50 states and the District of Columbia.  In addition, we have also included information regarding filing fees for each state, as well as a link to the state statute detailing LLP registration procedures and rules.




State LLP Information and Links


State
Statute Link
Form Link
Type of Form and Filing Fee
Alabama

Registration Form ($100 filing fee; $100 Annual Notice fee; Judge of Probate fee, minimum of $50)


Alaska





Statement of Qualification ($250)

Arizona




http://www.azsos.gov/Business_Services/Partnerships/ 


Statement of Qualification
($10, plus $3 per page)

Arkansas






Application for Qualification ($50)

California






Limited Liability Partnership Registration ($70 filing fee, plus annual franchise tax, minimum of $800)


Colorado





Statement of Registration
($50 if filed on paper, $0.99 if filed electronically)


Connecticut







Certificate of Limited Liability Partnership ($50)




Delaware





Statement of Qualification
($200 per partner)


District of Columbia






Statement of Qualification ($150)

Florida






Statement of Qualification
($52.50)

Georgia




(no state form; See http://www.findlegalforms.com/public/LLP/LLP-GA-ELEC.doc for our Georgia LLP Election Form)  

Limited Liability Partnership Election (Fees determined by county; maximum of $100)


Hawaii





Statement of Qualification ($25)

Idaho





Statement of Qualification ($100 if typed, $120 if not typed)
    

Illinois





Statement of Qualification ($100 per partner, minimum of $200, maximum of $5000)
    

Indiana





Articles of Registration ($90)


Iowa









Statement of Qualification ($50)



Kansas






Statement of Qualification
($165)

Kentucky





Statement of Registration ($200)


Louisiana





Application of Registered LLP ($100)


Maine






Certificate of LLP ($175)

Massachusetts




(No state form; Instructions for registering available at http://www.sec.state.ma.us/cor/corpweb/corllp/llpinf.htm#anchor1412082, or see http://www.findlegalforms.com/public/LLP/LLP-MA-ELEC.doc   for our Massachusetts Certificate of Registration Form and http://www.findlegalforms.com/public/LLP/LLP-MA-REG-FAX.pdf  for the state supplied fax cover sheet)


Certificate of Registration ($500)

Michigan





Application to Register LLP ($100)


Minnesota





Statement of Qualification
($135)


Mississippi







Certificate of Registration ($250)




Missouri





Application for Registration of LLP ($25 per partner, plus $5; maximum of $105)


Montana





Application for Registration of LLP ($20)

Nebraska






Statement of Qualification ($205, plus $5 for each additional page; plus $15 if the LLP will engage in the practice of law)


Nevada





Certificate of Registration ($175)


New Hampshire






Registration ($50, plus $50 for mandatory SRA Addendum form)


New Jersey






Statement of Qualification ($125)

New Mexico






(No state form; instructions for drafting state form athttp://www.sos.state.nm.us/NMLLP.html and fees http://www.sos.state.nm.us/pdf/FEESforPartnership.pdf

Statement of Qualification ($50)



New York






Certificate of Registration ($200)


North Carolina




http://www.secretary.state.nc.us/Corporations/Forms.aspx?PItemId=5429731&Type=Limited Liability Partnership 

Certificate of Registration ($125)

Ohio





Application for Registration ($125)

Oklahoma





Statement of Qualification ($100)


Oregon




http://www.filinginoregon.com/

Application for Registration ($50)


Pennsylvania


15 Pa. C.S. 8201 (unavailable online)




Statement of Registration ($125)
Rhode Island


http://sos.ri.gov/documents/business/domesticregistered/500.pdf

Application for Registration ($100 per partner, maximum of $2,500)

South Carolina



Application ($100)

South Dakota








Statement of Qualification ($100)




Tennessee






Certificate of Registration ($50 per member, minimum $250, max. $2,500)


Texas






Registration ($200 per general partner)

Vermont






Registration ($75 domestic and $100 foreign)

Virginia




http://www.scc.virginia.gov/clk/dom_rlln.aspx

Statement of Registration ($100)

Washington





Note:  There is no PDF form available online.  To have a printed copy of this form mailed to you, call the Secretary of States office at 360-753-7115, and select Option “1.


Statement of Registration ($175)

West Virginia




Statement of Registration ($250, plus annual report fee of $500 per year)


Wisconsin






Registration Statement ($100)

Wyoming





Statement of Registration ($100)





DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 






Partnership Agreement

This Partnership Agreement (the “Agreement”) is made as of _______________, ___________, by and between _______________________________________ and ___________________ (each a “Partner,” collectively referred to as the “Partners”).

WHEREAS the parties wish to enter into a partnership with one another and formalize such partnership with a written agreement setting out its terms and conditions;

NOW THEREFORE, in consideration for the promises set forth in this Agreement, the parties agree as follows:

1.  Name and Business:  The parties hereby form a partnership under the name of  ____________________________________________________________ (the “Partnership”).  The Partnerships business is to (provide short description)   
   
and to engage in any other business that the Partners may determine from time to time in accordance with this Agreement.

2.  Term:  The term of the Partnership will begin on _____________________, 20 ___ and will continue until terminated as provided in this Agreement.

3.  Capital Contribution:  Unless otherwise agreed to in writing, the Partners shall contribute equally any capital they deem necessary to maintain the Partnership (the “Capital Contribution”).

4.  Profits and Losses:  The profits and losses of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the same proportion as their Capital Contributions.

5.  Distributions:  The Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution.

6.  Accounting:  Accurate and complete books of account shall be kept by the Partners and entries promptly made of all of the transactions of the Partnership.  Such books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.

7.  Management

A. Operations:  Except as the Partners may otherwise agree in writing, each Partner shall have equal rights in the management of the business in the ordinary course of business.  

B.  Prohibited Acts:  Without the consent of all of the Partners, no Partner shall:

A.   Hire or discharge any employee for the Partnerships business;
B.   Enter into any agreement or series of agreements on behalf of the Partnership with an aggregate value greater than $___________________;
C.    Purchase any property or goods on behalf of the Partnership with an aggregate value greater than $_________________;
D.   Borrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrowing;
E.   Forgive any debt on behalf of the Partnership;
F.   Pledge the credit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than $_________________________;
G.   Confess judgment against the Partnership;
H.   Sign a security agreement or mortgage on behalf of the Partnership; or
I.   Sign a lease on behalf of the Partnership.

8. Transfer of Partnership Interests and Rights:  No Partner shall sell, assign, encumber, mortgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part.

9.  Termination of Partnership: The Partnership will terminate at any time upon unanimous agreement of the Partners or automatically upon the death, declared incompetency or bankruptcy of any of the Partners.

10.  Binding Effect:  The covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, successors and permitted assigns.

11.  Cumulative Rights: The Partners rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

12.  Waiver: The failure of the Partners to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of the Partners right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13.  Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

14.  Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

15.  Amendment:  This Agreement may be modified in writing and must be signed by all Partners.  Such amendment shall be have the same force and effect as if it had been originally included in this Agreement.

16.  Notice: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

Partner Name:
Address:_________________________
________________________________
________________________________

Partner Name:
Address:_________________________
________________________________
________________________________

Partner Name:
Address:_________________________
________________________________
________________________________

Any Partner may change his/her address from time to time by providing notice as set forth above.

17.  Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

PARTNER:
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)

PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)

PARTNER:
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)
Number of Pages14
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28171
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Limited Liability Partnerships
Multi-State Registration










This Packet Includes:
   1. Instructions and Checklist
   2. General Information
   3. Limited Liability Partnerships Multi-State Registration







Instructions and Checklist
 Limited Liability Partnerships
Multi-State Registration

   This kit provides instructions and links for registering your business as a limited liability partnership in any state or the District of Columbia.  

   A limited liability partnership is a partnership entity offering its partners, both general and limited, a limited amount of personal liability for the debts of the partnership.  It is a relatively new entity form, but in some cases provides a good alternative to a general partnership, in which the partners have unlimited personal liability for the businesss debts.

   In most states, a limited liability partnership is created by registering an existing general partnership using a state-provided registration or qualification form.  This kit includes information on LLP structure and registration procedures, as well as a basic partnership agreement that can be used to form a general partnership, which can then be registered as a limited liability partnership using state-provided forms.  It also includes a table of links to state LLP statutes and registration forms for all 50 states and the District of Columbia.

   Each “partner” must sign the Partnership Agreement.

    Multiple copies of this document should be signed so that each partner can keep a signed original for his/her records.

    If your partnership will include more than four partners, you may alter the form (e.g. add signature blocks) to accommodate the additional partners.

    Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.

    The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at findlegalforms.com.



   A partnership agreement is a document that formalizes the partnership of two or more people (not a husband and wife) in their ownership of a for-profit business. This is the Partnership Agreement Short Form.  If you would like additional specificity and flexibility in termination of the partnership, buyout of a partner and other subjects, you may want to use our Partnership Agreement Long Form.  

Typically in a partnership each partner will participate in the control of the business and directly share in its profits. The consequence of this arrangement is that partners will also be liable for the partnership's debts and obligations.

   Because a partnership is defined broadly by state law, there is considerable flexibility in how it is formed and governed, which also leads to variations in its complexity.  Generally, nothing is required to establish a business as a partnership; it will happen automatically when two or more people own a business together and do not designate the enterprise as some other type of business entity (e.g. corporation or LLC).  But by creating a partnership agreement, you can spell out how the business will operate and the commitments of the parties, including: i) the nature of each partners contribution to the business, ii) how the partners will share profits and loses, and iii) decision making, authority and responsibility.  If the owners of the business do not make a written partnership agreement, state partnership law will dictate the rights and obligations of the owners.

   The laws governing partnerships may differ dramatically from state to state (e.g. some may require a registration of the partnership and partnership agreement); therefore you should become familiar with the laws of your state before entering into a partnership agreement.  Furthermore, before using this form you should consult with your attorney to ensure that it addresses the needs of your specific situation.






General Information
Limited Liability Partnerships
Multi-State Registration Kit

LLP Structure

A limited liability partnership is a partnership that affords its general partners a liability shield unlike other partnership forms.  In the case of general partnerships and limited partnerships, the general partners are personally liable for the debts of the partnership, as well as for those of the other partners.  The LLPs liability shield limits such liability.

The shield generally does not offer complete liability protection, however, and in many cases it falls short of the liability protection offered by corporations or limited liability companies.  For example, the LLP liability shield generally does not protect the business interests of its partners from the claims of personal creditors, while an LLC would offer such protection.  The specifics of the liability shield vary from state to state.  

Note that in some states, there are additional restrictions placed upon the use of the LLP entity structure.  For example, in some states LLPs can only be used to conduct business by professionals (i.e., physicians, attorneys, etc.).  Further, some states require LLPs to maintain a minimum amount of liability insurance.

For more details about the specifics of your states limited liability partnership laws, see your states partnership statute (links provided below), or consult the website of your Secretary of State or Corporations Department.


LLP Registration

In order to organize a company as an LLP, one must first form a general partnership in a particular state.  Most states then provide a mechanism by which that partnership can be registered and qualified as an LLP in that state, enjoying all of the liability protections and limitations of the LLP structure.  Such registration generally is accompanied by a filing fee, which can be anywhere from $10 to $2,500 or more.

Below are links to state LLP registration forms for all 50 states and the District of Columbia.  In addition, we have also included information regarding filing fees for each state, as well as a link to the state statute detailing LLP registration procedures and rules.




State LLP Information and Links


State
Statute Link
Form Link
Type of Form and Filing Fee
Alabama

Registration Form ($100 filing fee; $100 Annual Notice fee; Judge of Probate fee, minimum of $50)


Alaska





Statement of Qualification ($250)

Arizona




http://www.azsos.gov/Business_Services/Partnerships/ 


Statement of Qualification
($10, plus $3 per page)

Arkansas






Application for Qualification ($50)

California






Limited Liability Partnership Registration ($70 filing fee, plus annual franchise tax, minimum of $800)


Colorado





Statement of Registration
($50 if filed on paper, $0.99 if filed electronically)


Connecticut







Certificate of Limited Liability Partnership ($50)




Delaware





Statement of Qualification
($200 per partner)


District of Columbia






Statement of Qualification ($150)

Florida






Statement of Qualification
($52.50)

Georgia




(no state form; See http://www.findlegalforms.com/public/LLP/LLP-GA-ELEC.doc for our Georgia LLP Election Form)  

Limited Liability Partnership Election (Fees determined by county; maximum of $100)


Hawaii





Statement of Qualification ($25)

Idaho





Statement of Qualification ($100 if typed, $120 if not typed)
    

Illinois





Statement of Qualification ($100 per partner, minimum of $200, maximum of $5000)
    

Indiana





Articles of Registration ($90)


Iowa









Statement of Qualification ($50)



Kansas






Statement of Qualification
($165)

Kentucky





Statement of Registration ($200)


Louisiana





Application of Registered LLP ($100)


Maine






Certificate of LLP ($175)

Massachusetts




(No state form; Instructions for registering available at http://www.sec.state.ma.us/cor/corpweb/corllp/llpinf.htm#anchor1412082, or see http://www.findlegalforms.com/public/LLP/LLP-MA-ELEC.doc   for our Massachusetts Certificate of Registration Form and http://www.findlegalforms.com/public/LLP/LLP-MA-REG-FAX.pdf  for the state supplied fax cover sheet)


Certificate of Registration ($500)

Michigan





Application to Register LLP ($100)


Minnesota





Statement of Qualification
($135)


Mississippi







Certificate of Registration ($250)




Missouri





Application for Registration of LLP ($25 per partner, plus $5; maximum of $105)


Montana





Application for Registration of LLP ($20)

Nebraska






Statement of Qualification ($205, plus $5 for each additional page; plus $15 if the LLP will engage in the practice of law)


Nevada





Certificate of Registration ($175)


New Hampshire






Registration ($50, plus $50 for mandatory SRA Addendum form)


New Jersey






Statement of Qualification ($125)

New Mexico






(No state form; instructions for drafting state form athttp://www.sos.state.nm.us/NMLLP.html and fees http://www.sos.state.nm.us/pdf/FEESforPartnership.pdf

Statement of Qualification ($50)



New York






Certificate of Registration ($200)


North Carolina




http://www.secretary.state.nc.us/Corporations/Forms.aspx?PItemId=5429731&Type=Limited Liability Partnership 

Certificate of Registration ($125)

Ohio





Application for Registration ($125)

Oklahoma





Statement of Qualification ($100)


Oregon




http://www.filinginoregon.com/

Application for Registration ($50)


Pennsylvania


15 Pa. C.S. 8201 (unavailable online)




Statement of Registration ($125)
Rhode Island


http://sos.ri.gov/documents/business/domesticregistered/500.pdf

Application for Registration ($100 per partner, maximum of $2,500)

South Carolina



Application ($100)

South Dakota








Statement of Qualification ($100)




Tennessee






Certificate of Registration ($50 per member, minimum $250, max. $2,500)


Texas






Registration ($200 per general partner)

Vermont






Registration ($75 domestic and $100 foreign)

Virginia




http://www.scc.virginia.gov/clk/dom_rlln.aspx

Statement of Registration ($100)

Washington





Note:  There is no PDF form available online.  To have a printed copy of this form mailed to you, call the Secretary of States office at 360-753-7115, and select Option “1.


Statement of Registration ($175)

West Virginia




Statement of Registration ($250, plus annual report fee of $500 per year)


Wisconsin






Registration Statement ($100)

Wyoming





Statement of Registration ($100)





DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 






Partnership Agreement

This Partnership Agreement (the “Agreement”) is made as of _______________, ___________, by and between _______________________________________ and ___________________ (each a “Partner,” collectively referred to as the “Partners”).

WHEREAS the parties wish to enter into a partnership with one another and formalize such partnership with a written agreement setting out its terms and conditions;

NOW THEREFORE, in consideration for the promises set forth in this Agreement, the parties agree as follows:

1.  Name and Business:  The parties hereby form a partnership under the name of  ____________________________________________________________ (the “Partnership”).  The Partnerships business is to (provide short description)   
   
and to engage in any other business that the Partners may determine from time to time in accordance with this Agreement.

2.  Term:  The term of the Partnership will begin on _____________________, 20 ___ and will continue until terminated as provided in this Agreement.

3.  Capital Contribution:  Unless otherwise agreed to in writing, the Partners shall contribute equally any capital they deem necessary to maintain the Partnership (the “Capital Contribution”).

4.  Profits and Losses:  The profits and losses of the Partnership and all income, loss, deductions, costs or credit shall be shared by the Partners in the same proportion as their Capital Contributions.

5.  Distributions:  The Partnership will only make distributions in accordance with this Agreement and if all the Partners agree to such a distribution.

6.  Accounting:  Accurate and complete books of account shall be kept by the Partners and entries promptly made of all of the transactions of the Partnership.  Such books and records shall be maintained at the principal office of the Partnership and each Partner shall have access to the books and records at all reasonable times.

7.  Management

A. Operations:  Except as the Partners may otherwise agree in writing, each Partner shall have equal rights in the management of the business in the ordinary course of business.  

B.  Prohibited Acts:  Without the consent of all of the Partners, no Partner shall:

A.   Hire or discharge any employee for the Partnerships business;
B.   Enter into any agreement or series of agreements on behalf of the Partnership with an aggregate value greater than $___________________;
C.    Purchase any property or goods on behalf of the Partnership with an aggregate value greater than $_________________;
D.   Borrow money or otherwise contract any debt on behalf of the Partnership which would require additional capital or further borrowing;
E.   Forgive any debt on behalf of the Partnership;
F.   Pledge the credit of the Partnership except for minor transactions in the ordinary course of business with an aggregate value of less than $_________________________;
G.   Confess judgment against the Partnership;
H.   Sign a security agreement or mortgage on behalf of the Partnership; or
I.   Sign a lease on behalf of the Partnership.

8. Transfer of Partnership Interests and Rights:  No Partner shall sell, assign, encumber, mortgage, transfer or otherwise dispose of his Partnership Interest, in whole or in part.

9.  Termination of Partnership: The Partnership will terminate at any time upon unanimous agreement of the Partners or automatically upon the death, declared incompetency or bankruptcy of any of the Partners.

10.  Binding Effect:  The covenants and conditions contained in the Agreement shall apply to and bind the Partners and their heirs, legal representatives, successors and permitted assigns.

11.  Cumulative Rights: The Partners rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

12.  Waiver: The failure of the Partners to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of the Partners right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13.  Severability: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

14.  Entire Agreement: This Agreement constitutes the entire agreement between the Partners and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

15.  Amendment:  This Agreement may be modified in writing and must be signed by all Partners.  Such amendment shall be have the same force and effect as if it had been originally included in this Agreement.

16.  Notice: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

Partner Name:
Address:_________________________
________________________________
________________________________

Partner Name:
Address:_________________________
________________________________
________________________________

Partner Name:
Address:_________________________
________________________________
________________________________

Any Partner may change his/her address from time to time by providing notice as set forth above.

17.  Governing Law:  This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________________.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

PARTNER:
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)

PARTNER:

___________________________________________________
(Signature)
__________________________________
(Name  Please Print)

PARTNER:
___________________________________________________
(Signature)
__________________________________
(Name  Please Print)

Customer Reviews

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Reviews: 2


Evanston,

IL

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Whitehouse Station,

NJ

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Just what I needed. Easy, cheap and to the point.


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