Limited Liability Partnership Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that establishes and regulates a Limited Liability Partnership (LLP) structure. This document outlines the rights, obligations, and relationships between partners while providing protection through limited liability under Indonesian jurisdiction. It incorporates specific provisions required by Indonesian investment laws, partnership regulations, and commercial codes, including capital requirements, management structure, profit sharing, and dispute resolution mechanisms compliant with Indonesian legal requirements.

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement serves as the foundational document for establishing and operating an LLP in Indonesia. It is essential for businesses and professionals seeking to form a partnership structure that offers liability protection while maintaining operational flexibility under Indonesian law. This document is particularly relevant when partners wish to combine their expertise and resources while limiting their personal liability to their agreed capital contribution. The agreement must comply with Indonesian investment regulations, including Law No. 25 of 2007 on Investment and related partnership regulations. It typically includes detailed provisions on partnership management, capital contributions, profit sharing, partner admission and withdrawal, and dispute resolution mechanisms, all tailored to meet Indonesian legal requirements and business practices.

What sections should be included in a Limited Liability Partnership Agreement?

1. Parties: Identifies and provides details of all partners entering into the agreement

2. Background: Sets out the context and purpose of forming the partnership

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Formation of Partnership: Establishes the partnership's name, effective date, and purpose

5. Capital Contributions: Details initial and ongoing capital contributions from each partner

6. Partnership Interests: Specifies ownership percentages and units of each partner

7. Management Structure: Outlines the management framework and decision-making processes

8. Partners' Rights and Obligations: Details the rights, duties, and responsibilities of all partners

9. Profit and Loss Distribution: Specifies how profits and losses will be allocated among partners

10. Meetings and Voting: Establishes procedures for partner meetings and voting mechanisms

11. Books and Records: Requirements for maintaining partnership records and financial statements

12. Transfer of Partnership Interests: Rules governing the transfer of partnership interests

13. Admission of New Partners: Procedures for admitting new partners to the partnership

14. Withdrawal and Retirement: Processes for partner withdrawal or retirement

15. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

16. Governing Law and Dispute Resolution: Specifies applicable law and dispute resolution mechanisms

17. Notices: Procedures for giving formal notices under the agreement

18. General Provisions: Includes standard boilerplate clauses and miscellaneous provisions

What sections are optional to include in a Limited Liability Partnership Agreement?

1. Intellectual Property Rights: Required when the partnership owns or develops intellectual property

2. Non-Competition and Confidentiality: Important for partnerships where partners have access to sensitive information or could compete

3. Foreign Investment Provisions: Required when foreign partners are involved

4. Special Purpose Vehicle Provisions: Needed when partnership is formed for a specific project or venture

5. Employee Partner Provisions: Required when certain partners are also employees

6. Banking and Finance: Detailed banking arrangements when partnership has complex financial operations

7. Insurance Requirements: Specific insurance obligations beyond standard coverage

8. Environmental Compliance: Required for partnerships operating in environmentally sensitive sectors

What schedules should be included in a Limited Liability Partnership Agreement?

1. Schedule 1 - Details of Partners: Complete information about all partners including contact details and representatives

2. Schedule 2 - Capital Contributions: Detailed breakdown of initial and committed capital contributions

3. Schedule 3 - Partnership Interest Register: Current register of partnership interests and their holders

4. Schedule 4 - Management Structure: Detailed organizational structure and management procedures

5. Schedule 5 - Business Plan: Initial business plan and strategic objectives

6. Schedule 6 - Accounting Policies: Detailed accounting principles and procedures

7. Appendix A - Power of Attorney Templates: Standard forms for partnership-related powers of attorney

8. Appendix B - Meeting Procedures: Detailed procedures for conducting partnership meetings

9. Appendix C - Transfer Notice Forms: Standard forms for transfer of partnership interests

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Publisher

Genie AI

Cost

Free to use

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