Limited Partnership Agreement
Limited Partnership Agreement
_______________________, referred to as GENERAL PARTNERS, and _______________________, referred to as LIMITED PARTNERS, agree:
That they herewith form a limited partnership under the laws of the state of ________, under the name of ___________________.
The purpose of the partnership is to engage in the business of ___________________ and to have all powers necessary or useful to engage in business described. Without limitation this shall include the power to own, sell or lease property.
The principal place of business shall be ________________.
The partnership term begins on the date of this Agreement and shall continue until _______________, when it shall dissolve under the terms of this Agreement.
Each partner has contributed, or will contribute by __________ the amount shown next to their signature to this Agreement.
Limited partners shall not be required to contribute additional capital.
Each partner shall have a capital account that includes invested capital plus that partner’s allocations of net income, minus that partner’s allocations of net loss and share of distributions.
Net income and net loss shall be allocated as follows:
a. ____ percent to the General Partner.
b. _____ percent to the Limited Partners, according to their respective percentage ownership interests.Except as otherwise expressed stated in this Agreement, the General Partner shall manage the partnership business and have exclusive control over the partnership business, including the power to sign deeds, notes, mortgages, deeds of trust, contracts, leases, and direction of business operations.
The limited partners shall have all powers which may lawfully be granted to limited partners under the laws of the State of Delaware.
AccountingThe partnership’s tax or fiscal year shall be a calendar year. The General Partner shall make any tax election necessary for completion of the partnership tax return.
A limited partner may assign his or her rights to receive distributions, net income and net loss to any person without causing a dissolution of this partnership. No assignment will be effective until the general partner is notified in writing of the same.
This agreement may only be amended by the written agreement of all Partners.
1. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.
See Exhibit 1 for the name and addresses for each partner.
2. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
3. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
4. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.
5. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
6. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.
Dated: ________________________________________
___________________
General PartnerLimited Partners shall sign the attached Exhibit One or duplicate originals of the same.
Exhibit One: Names & Addresses of Limited Partners and their signatures
____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security Number____________________ ______________________ ___________________
Limited Partner Signature Printed Name and Address Social Security NumberNote: Include as many more lines as there are Limited Partners.
Limited Partnership Agreement
Review ListThis review list is provided to inform you about this document in question and assist you in its preparation. Limited partnership agreements provide certain tax benefits for the general partner and the limiteds. Consider it as a different form of a corporation when entering into such a deal. Consult your accountant and lawyer about the technical aspects of such an enterprise.
1. Make multiple copies. Keep one in a home safe or safety deposit box. Give one to each general and limited partner. Be sure to get all limiteds to sign the Exhibit or counter original copies.
Frequently Asked Questions
What is a Limited Partnership Agreement?
A Limited Partnership Agreement is a legal document that establishes a limited partnership under the laws of a specified state. It outlines the rights, responsibilities, and obligations of both general and limited partners, as well as the partnership's business purpose, term, and capital contributions. The agreement is formed between the general partners and limited partners.
Who are the parties involved in a Limited Partnership Agreement?
The parties are the general partners and the limited partners. General partners manage the business and have liability, while limited partners are typically investors with limited liability. The agreement identifies these parties by name.
What is the purpose of a Limited Partnership Agreement?
The purpose is to form a limited partnership to engage in a specified business and to grant all powers necessary or useful to conduct that business. This includes the power to own, sell, or lease property. The agreement defines the scope of the partnership's activities.
How long does a limited partnership last under this agreement?
The partnership term begins on the date of the agreement and continues until a specified dissolution date. At that time, the partnership dissolves under the terms of the agreement. The agreement includes a blank for the termination date.
What are the capital contribution requirements for partners?
Each partner has contributed or will contribute a specified amount by a certain date, as shown next to their signature. Limited partners are not required to contribute additional capital. The agreement details these contributions.
How are profits and losses allocated in a Limited Partnership Agreement?
Net income and net loss are allocated according to percentages specified in the agreement. The allocation is based on the terms set forth, which may differ from capital contributions. The agreement includes a section for these percentages.
What is a capital account in a limited partnership?
Each partner has a capital account that includes their invested capital plus allocations of net income, minus allocations of net loss and distributions. This account tracks the partner's financial interest in the partnership. It is adjusted over time based on partnership performance.
Can limited partners be required to contribute more capital?
No, limited partners are not required to contribute additional capital beyond their initial contribution. The agreement explicitly states this limitation. This protects limited partners from further financial obligations.
What powers does the partnership have under this agreement?
The partnership has all powers necessary or useful to engage in the business described, including the power to own, sell, or lease property. These powers are granted without limitation to achieve the partnership's purpose. The agreement specifies the business activities.
Where is the principal place of business for the limited partnership?
The principal place of business is specified in the agreement. It is the main location where the partnership conducts its operations. The agreement includes a blank for this address.
