The Limited Liability Partnership Agreement is a foundational document used when establishing a partnership structure that combines the flexibility of a partnership with limited liability protection under Dutch law. This document is essential for professionals and businesses seeking to form a partnership where partners can actively participate in management while limiting their personal liability to their investment in the partnership. The agreement encompasses crucial elements required by Dutch legislation, including partnership formation, capital requirements, management structure, profit sharing, and partner obligations. It's particularly valuable for professional service firms, consulting practices, and other businesses where partners provide services to clients while requiring personal asset protection. The document must comply with the Dutch Civil Code (Burgerlijk Wetboek) and Commercial Code (Wetboek van Koophandel), and include provisions for registration with the Dutch Chamber of Commerce (KvK).
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1. Parties: Identification and details of all founding partners
2. Background: Context and purpose of forming the partnership
3. Definitions: Key terms used throughout the agreement
4. Formation and Name: Official establishment of the partnership and its registered name
5. Partnership Purpose: Defined scope of business activities
6. Capital Contributions: Initial and ongoing capital requirements from partners
7. Partnership Interests: Partners' ownership percentages and voting rights
8. Management Structure: Governance framework and decision-making processes
9. Partners' Rights and Obligations: Detailed responsibilities and entitlements of partners
10. Financial Matters: Profit sharing, losses, accounting, and banking arrangements
11. Tax Matters: Tax treatment and responsibilities
12. Transfer of Partnership Interests: Rules for transferring ownership stakes
13. Admission of New Partners: Process for adding new partners
14. Withdrawal and Retirement: Procedures for partner exit
15. Dissolution and Liquidation: Process for ending the partnership
16. Confidentiality: Protection of partnership's confidential information
17. Dispute Resolution: Procedures for resolving partner conflicts
18. Governing Law: Application of Dutch law and jurisdiction
19. General Provisions: Miscellaneous legal clauses including notices, amendments, etc.
1. Intellectual Property Rights: Required when the partnership owns or develops IP assets
2. Non-Competition: Needed when partners should be restricted from competing activities
3. International Operations: Include when partnership operates across multiple jurisdictions
4. Professional Indemnity: Essential for partnerships providing professional services
5. Employee Partnership Scheme: Include if employees can become partners
6. Real Estate: Required when partnership owns or leases significant property
7. Environmental Compliance: Necessary for partnerships in environmentally sensitive industries
1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution
2. Schedule 2 - Partnership Interests: Current ownership percentages and voting rights
3. Schedule 3 - Management Structure: Organizational chart and management responsibilities
4. Schedule 4 - Business Plan: Initial business plan and strategic objectives
5. Schedule 5 - Accounting Policies: Detailed accounting procedures and policies
6. Schedule 6 - Deed of Adherence: Template for new partners joining the partnership
7. Appendix A - Partner Contact Details: Contact information for all partners
8. Appendix B - Bank Account Details: Partnership's banking information
9. Appendix C - Registered Address and Offices: List of official addresses and locations
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