Limited Liability Partnership Operating Agreement Guide

To ensure your Partnership is reputable and compliant, developing an efficient limited liability partnership operating agreement is important. 

An operational agreement oversees partners’ joint rights and obligations, decision-making, and many other crucial aspects of their corporate relationship. It also helps partners understand their tasks and reduces the risk of future conflicts and third-party invalidation.

In this blog post, we will look at how best to create such an agreement for your limited liability partnership setup.

What Is an LLC Operating Agreement?

An LLC operating agreement is a contract that outlines the rules and regulations for how an LLP will be established and managed

It defines the rights, duties, responsibilities, and liabilities of each partner in the Partnership between them and how profits are distributed among them. 

The agreement guides what happens if one or more partners quit or are removed from the LLP. It also handles any other pertinent issues, such as dispute resolution.

What Should a Limited Liability Partnership Operating Agreement Include?

An LLP operating agreement should include various components to ensure it is comprehensive and effective. These include: 

  • Names of each partner in the agreement, including contact information 
  • Purpose of the Partnership 
  • Rights, duties, and responsibilities of each partner 
  • Profit and loss allocation rules 
  • Any restrictions on partners, such as admissions or withdrawals 
  • Dispute resolution processes, including mediation or arbitration, if necessary. A detailed disagreement procedure should be outlined to ensure all parties are aware of any potential measures that may be taken. 
  • A dissolution provision, which covers how the Partnership will be terminated and liquidated in the event it comes to an end 
  • Any regulations or restrictions on outside activities by partners such as competing businesses. 
  • A choice of law clause, which indicates what court or state laws will govern the agreement 

Other components may also be included as required. It’s essential to address all relevant topics and that any provisions or regulations comply with your state’s laws for LLP formation. 

Business Images | Free Vectors, Stock Photos & PSD
Business Images | Free Vectors, Stock Photos & PSD

Benefits of an LLC Operating Agreement

An LLP operating agreement offers numerous benefits, such as: 

  • Providing a clear blueprint for how the Partnership will be managed and allows all partners to understand their rights and responsibilities 
  • Ensuring that disputes are handled fairly and without any legal issues arising from previous arrangements 
  • Protecting each partner’s interests within the Partnership 
  • Ensuring the legitimacy of the LLP, as it is a legally binding document that can be used in court if necessary. 

Seeking Professional Assistance

Creating an Operating Agreement is a complex process that requires a thorough understanding of business, legal, and tax-related matters. As such, seeking professional advice when creating an LLP Operating Agreement is always recommended. 

An expert lawyer or accountant can guide you through the procedure, offer advice on structuring your agreement, and ensure all relevant parts are included.

By investing in professional assistance, you can be sure that your operating agreement is tailored to meet the needs of your LLP. This will help protect all involved parties and ensure the long-term success of your limited liability partnership. 

Limited Liability Partnership Operating Agreement Sample

This limited liability partnership operating agreement (“Agreement”) is entered into by and between ____________________, hereinafter referred to as “Partner 1” and ____________________, hereinafter referred to as “Partner 2.” 

The Partners shall each contribute the sum of $___________ to form a limited liability partnership in the state of ____________________.

Name and Place of Business

The Partners shall name the limited liability partnership “_________________________.” The principal place of business shall be located at ___________________. Still, the Partnership may conduct other activities from such other places in ______________ as may be deemed necessary or convenient by the Partners.

Term and Termination

This Agreement shall be in effect for a period of ____________ years, beginning on _________________ and ending on ___________________, unless terminated earlier than provided herein. Any Partner may terminate this Agreement by giving the other 30 days of written notice.

Capital Contributions and Allocations

Partner 1 shall contribute ____________________, and Partner 2 shall contribute _______________ for a total capital contribution of _______________ by both Partners. The initial allocation percentages shall be as follows: Partner 1 shall receive ___________, and Partner 2 shall receive ___________ of the Partnership’s profits and losses.


The Partners will jointly make investments, hiring, and contracting decisions for the Partnership. The Partners shall make all decisions concerning the Partnership by unanimous consent in writing.

Profits and Losses

The Partnership’s profits and losses shall be allocated to each Partner according to their initial allocation percentages, as indicated in Section 3. 

Each Partner shall receive a distributive share of the profits and losses in proportion to his/her capital contribution.

Books of account

All company transactions, including assets, obligations, earnings, and losses, must be recorded in the Partners’ proper account books.


The Partners undertake to indemnify and hold each other blameless for any loss or damage resulting from the other Partner’s breach of this Agreement.

Dispute Resolution

In the event of a business dispute, the Partners shall engage in good faith to achieve a settlement. If the Parties cannot resolve their dispute through negotiation, they agree to submit their dispute for resolution through binding arbitration. 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by them on _________________.


Partner 1 


Partner 2.


A limited liability partnership operating agreement is an important document that outlines all partners’ rights, duties, and responsibilities. It should include details such as partner names, the purpose of the Partnership, profit and loss allocation rules, dispute resolution processes, etc. 

By having a comprehensive agreement in place, each partner’s interests are protected. It’s essential to seek professional advice when creating an operating agreement to ensure that it is tailored to meet the needs of your LLP.

We hope you have found this blog post helpful in understanding limited liability partnership operating agreements.

Abir is a data analyst and researcher. Among her interests are artificial intelligence, machine learning, and natural language processing. As a humanitarian and educator, she actively supports women in tech and promotes diversity.

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