Limited Partnership Agreement

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This Limited Partnership Agreement creates a limited partnership, and describes the rights and responsibilities of the general partners and the limited partners. In limited partnerships, the general partners actively manage the affairs of the business, share the profits in predefined proportions, and are jointly and severally liable for the partnership's debts. The limited partners are passive investors and have no role in management. This document contains numerous standard provisions that are commonly found in limited partnership agreement and may be customized to fit the specific needs of the individuals. It can be used by individuals who wish to create a limited partnership, or who wish to modify an existing limited partnership.

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									Agreement of Limited
Partnership Template
This agreement governs the rights and responsibilities of limited partners and general
partners in a limited partnership. Limited partners are considered passive investors
since they retain limited liability but are not allowed to exert any control over the
partnership. Customize the information of the partners, their capital contribution,
ownership percentage, rights and responsibilities, and more. This agreement is ideal for
individuals or small businesses that want to specify the duties and obligations of each
partner in a limited partnership.
                      LIMITED PARTNERSHIP AGREEMENT

This Agreement of Limited Partnership (the “Agreement”) is entered into and effective as of this
_____________ day of __________________, 20___________ by and between
_________________ (the “General Partner”) and __________ (the “Limited Partner”).

                                           RECITALS

The General Partner and the Limited Partner wish to enter into this Agreement and form a
limited     partnership      pursuant       to      the       provisions      of      the
_______________________________________ Act (the “Act”) for the purpose of
________________________________________________, in accordance with the terms of this
Agreement.

NOW THEREFORE, in consideration of the premises and the mutual promises and covenants
herein contained, the parties agree that:

1.     FORMATION

(a)     Partnership Formation

The General Partner and the Limited Partner hereby form a limited partnership (the
"Partnership") pursuant to the provisions of the Act.

(b)    Purpose

The purpose of the Partnership is to _______________________________________.


The Partnership shall not engage in any other business or activity.

(c)    Name

The business of the Partnership shall be carried under the name __________________________.
The Partnership will conduct all business only under this name.

(d)    Organization Certificates

As promptly as practicable after the execution of this Agreement the General Partner shall file:

(i) Certificate of Limited Partnership in the office of the Secretary of State of
_________________ in connection with the Act;

(ii) All such other certificates, notices, statements, or other instruments required by law for the
formation and operation of the Partnership.




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(e)    Principal Place of Business

The principal place of business of the Partnership shall be located at
______________________________________________, or such other locations as the General
Partner may, from time to time, determine by giving notice in writing to the Limited Partner. The
Partnership may have such additional offices at any other places as the General Partner may in its
discretion deem it necessary or advisable.

2.     TERM OF THE PARTNERSHIP

The Partnership shall commence on the date of this Agreement shall continue in full force and
effect until ___________________, unless otherwise sooner terminated pursuant to the
provisions of this Agreement.

3.     PROFITS AND LOSSES SHARING PERCENTAGES

The profits and losses sharing percentages of the Partners shall be:

GENERAL PARTNER ________%

LIMITED PARTNER ________%

The term “profits” shall mean any income or gain of whatsoever kind actually incurred by the
Partnership or which, because of generally accepted accounting procedures, must be deemed to
have been incurred by the Partnership.

The term “losses” shall mean any deduction, expenditure, or charge actually incurred by the
Partnership or which, because of generally accepted accounting procedures, must be deemed to
have been incurred by the Partnership.

4.     CAPITAL CONTRIBUTIONS OF PARTNERS

The capital contributions of the Partners shall be as follows:

(a) GENERAL PARTNER $ __________

(b) LIMITED PARTNER $ _________

(“Capital Contribution”)

Upon execution and delivery of this Agreement the General Partner and Limited Partner shall
contribute the said Capital Contribution, in cash, to the capital of the Partnership. No
assessments of additional contributions shall be required of the Partners. Neither the General
Partner nor Limited Partner shall be entitled to interest of any kind on any Capital Contribution
or on such Partner's Capital Account.




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5.     ADDITIONAL LIMITED PARTNERS

The General Partner may admit one or more additional Limited Partners to the Partnership in
accordance with the terms of this Agreement. Such additional Limited Partners shall be admitted
to the Partnership only with the consent of the Limited Partner. The Capital Contributions of all
such additional Limited Partners shall be made in cash.

6.     CAPITAL ACCOUNTS

Capital accounts will be maintained for both General Partner and Limited Partner. This Capital
Account shall show the capital contribution of a partner, plus profits and minus losses and
distributions (“Capital Account”). The Capital Account shall be adjusted in the following
manner:

(a)     The Capital Account of each partner shall be increased by the amount of capital
contribution to the Partnership and the amount of net income or profits derived from operations
of the Partnership.

(b)    The Capital Account of each Partner shall be decreased by any amount of losses from
operations and all amounts of money and the fair market value of property paid or distributed to
such Partner.

7.     DETERMINATION OF INCOME AND LOSS.

At the end of each fiscal year, and at any other time the General Partner deems appropriate, each
item of Partnership income, expense, gain, loss and deduction shall be determined for such
period and shall be allocated among the partners in accordance with their sharing percentages.

8.     DISTRIBUTIONS OF CASH PROCEEDS

The cash proceeds may be distributed by the General Partner to all Partners in the same ratio as
profits and losses are shared.

(a)    Cash distributions from the Partnership may be made by the General Partner to all
Partners upon payment of all debts as and when they mature.

(b)    The General Partner shall determine when, any cash distributions shall be made to the
Partners, pursuant to the provisions of this Agreement.

(c)    There shall be no obligation on the Company to return to the General Partner or the
Limited Partners, any part of their capital contributed to the Partnership, for so long as the
Partnership continues in existence.

(d)    No General or Limited Partner shall be entitled to any priority or preference over any
other Partner as to cash distributions.




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(e)    No interest shall be paid to any Partner on the contributions to the capital of the
Partnership or on any subsequent contributions of capital.

9.     OPERATION OF PARTNERSHIP

The General Partner shall get reimbursement of all reasonable expenses incurred by him on
behalf of the Partnership. All costs and charges incurred for obtaining any outside professional
services, for the Partnership business, including legal fees and any independent accounting and
auditing fees and fees incurred in connection with preparing Partnership federal income tax
returns, shall be charged to the Partnership by General Partner in accordance with generally
accepted accounting procedures and practices.

10.    ACCOUNTING

(a)    Books

The General Partner shall keep:

(i)     adequate books and records showing in detail all financial activities of the Partnership on
the accrual basis of accounting, and

(ii)   all records required under the Act to be kept by the Partnership.

All such books and records shall be available for inspection audit by any Limited Partner or his
duly authorized representative during business hours at the principal office of the Partnership
upon reasonable advance notice.

(b)    Furnishing of Financial Statements

The General Partner shall furnish to the Limited Partner an annual report containing a balance
sheet and income statement for such year, and any other information necessary for preparation of
such Limited Partner's federal income tax return.

(c)    Filing of Tax Returns

The General Partner shall cause the Partnership to file a federal partnership income tax return
and all other tax returns required to be filed by the Partnership for each fiscal year.

11.    RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

(a)    Management

The Limited Partner will not be entitled to exercise any right, power, or authority to participate in
the management or general affairs of the Partnership or to bind the Partnership in any manner
whatsoever.




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(b)    Liability

The Limited Partner shall not have any personal liability whatever in his capacity as a Limited
Partner, whether to the Partnership, to any Partner, for debts, liabilities, contracts or other
obligations of the Partnership, or for any losses of the Partnership, beyond the capital
contribution made by such Limited Partner to the capital of the Partnership.

(c)    TRANSFERABILITY

The interest of the Limited Partner may not be transferred without the express written approval
of the General Partner.

12.    POWERS, DUTIES of GENERAL PARTNER

(a)    MANAGEMENT

The General Partner shall have full, exclusive and complete rights and powers in the
management and control of the business and affairs of the Partnership. The General Partner
agrees to conduct the business and operations of the Partnership in a careful and prudent manner
and in accordance with good industry practice. The General Partner shall devote sufficient time
as is reasonably needed to manage the business of the Partnership.

(b)    Rights

General Partner shall have the rights and powers to perform all acts which in its judgment are
necessary or desirable to carry out the Partnership's business including without limitation the
following acts:

(i)     to purchase or to acquire, own, lease, manage any property or to make any investment
and reinvestment any funds of the Partnership in such property;

(ii)   to employ any agents, employees, independent contractors, brokers, attorneys and
accountants services to assist in or take responsibility for the management of the Partnership's
business;

(iii)   to borrow any necessary money or funds from any lending institution or partner or other
person and, in connection therewith, to issue notes, or any other evidence of indebtedness and as
security therefore; to mortgage or otherwise encumber any or all of the assets or property of the
Partnership;

(iv)     to commence or defend any litigation with respect to the Partnership and to compromise,
settle, arbitrate, or otherwise adjust claims in favor of or against the Partnership

(v)    to insure property, assets of the Partnership against any and all risks relating to the
business of the Partnership;




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(vi)    to sell, with or without notice, at public or private sale, and to exchange, trade, transfer,
assign, convey, lease or grant options for any and all property or assets of the Partnership;

(vii) to make any investments in government obligations, bank certificates of deposit, short-
term debt securities, and short-term commercial paper pending investment or reinvestment of
funds of the Partnership or to provide funds from which to meet contingencies; and

(ix)   to do all such other acts and things and engage in all such proceedings, and to execute,
acknowledge, seal and deliver all documents or instruments, as the General Partner may deem
necessary or desirable to carry out the business of the Partnership, all at such price and other
terms as the General Partner deems proper.

(c)    COMPENSATION

The General Partner shall receive a fees of $ ________________________ per month for
services rendered by the General Partner.

(d)    Presumption of Power

Any contracts or agreements executed by the General Partner in relation to the Partnership
business shall be sufficient to bind the Partnership. The General Partner or any person dealing
with the General Partner shall be required to determine his authority to make or execute any
undertaking on behalf of the Partnership, unless and until such persons have received written
noticed to the contrary.

(e)    Limitations

The General Partner shall exercise ordinary business judgment in managing the affairs of the
Partnership unless fraud, deceit, or a wrongful taking shall be involved, the General Partner shall
not be liable or obligated to the Limited Partners for any mistake of fact or judgment made by the
General Partner in operating the business of the Partnership resulting in any loss to the
Partnership or its Partners.

(f)    Indemnification

The General Partner shall not be liable, responsible or accountable to the Partnership or the
Limited Partner for any damages or for any act or omission on part of the General Partner unless
such act or omission was performed or omitted fraudulently or with gross negligence or in bad
faith. Partnership shall indemnify and hold harmless the General Partner from and against any
loss, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged
acts or omissions arising out of his or its activities on behalf of the Partnership or in furtherance
of the interests of the Partnership.

(g)    Transferability




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The interest of the General Partner may not be transferred without written approval from the
Limited Partner.

11.     PROHIBITED TRANSACTIONS

Neither the General Partner nor the Limited Partners shall

(a)   Use the name of the Partnership, or any other similar name, or any trademark or trade
name adopted by the Partnership, except in the ordinary course of the Partnership's business;

(b)     Disclose to any third person or entity any of the Partnership business practices, trade
secrets, or any other information not generally known to the business community;

(c)     Do any act with the intention of harming the business operations of the Partnership;

(d)    Do any act contrary to this Agreement, except with the prior expressed approval of all
partners;

(e)     Do any act which would make it impossible to carry on the intended or ordinary business
of the Partnership;

(f)     Confess a judgment against the Partnership;

(g)     Abandon or wrongfully transfer or dispose of Partnership property, real or personal; or

12.     DISSOLUTION, TERMINATION AND LIQUIDATION

(a)     Dissolution

The Partnership shall be dissolved and terminated upon the occurrence of:

(i)     _________Date___________

(ii)   the death, resignation, insolvency, bankruptcy or other legal incapacity of the General
Partner or any other event which would legally disqualify the General Partner from acting in its
capacity; or

(iii)   the reduction to cash or cash equivalents of the Partnership Property; or

(iv)   the occurrence of any other event which, by law, would require the Partnership to be
dissolved.

(b)     Liquidation

In the event if the Partnership is dissolved or terminated for any reason whatsoever, the General
Partner shall act as liquidator of the Partnership. The General Partner shall wind up the affairs of



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the Partnership and sell or otherwise liquidate all the investments of the Partnership. The General
Partner shall have full right to determine the time, manner and terms of any sale of Partnership
property or assets pursuant to such liquidation. Upon payment of all debts and liabilities of the
Partnership and all expenses of liquidation, the proceeds of the liquidation shall be distributed to
all Partners in accordance with the balances in their respective Capital Accounts. Any Partner
with a deficit balance in his Capital Account shall contribute to the Partnership an amount equal
to extent of the amount that is deficit.

(c)    Death or Insanity of the Limited Partner.

The death or insanity of a Limited Partner shall have no effect on the life of the Partnership and
the Partnership shall not be dissolved thereby.

13.    MISCELLANEOUS

(a)    Notices

Any Notice and other communications which either party desires to give the other, may be given
either personally or by post through certified mail, to the following address:

General Partner_______________________

___________________________________

___________________________________


Limited Partner_______________________

___________________________________

___________________________________

(b)    Loan to the Partnership

If the Limited Partner lends any monies in addition to his Capital Contribution to the Partnership,
the amount of any such loan shall not increase his capital account nor shall it entitle him to any
increases in his share of the distribution of the Partnership, but the amount of any such loan shall
be an obligation on the part of the Partnership to such Partner and shall be repaid to him along
with the interest.

(c)    Governing Law

This Agreement shall be construed in accordance with the laws of the State of ________.

(d)    Counterparts



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This Agreement may be executed in multiple counterparts, each of which shall be an original but
all of which shall constitute an instrument.

(e)    Binding Effect

This Agreement shall be binding upon and shall inure to the benefit of the Partners and their
spouses, as well as their respective heirs, legal representatives, successors and assigns.

(f)    Titles

Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of
this Agreement as set forth in the text.

EXECUTED as of the date herein first above stated.


________________________________
LIMITED PARTNER

________________________________
GENERAL PARTNER




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