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Limited Partnership LP Agreement
Limited Partnership LP Agreement
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c.) Signing Authority: Will the above-named Partner be able to sign contracts
on behalf of the Partnership? ☐ Yes ☐ No
The Partners mentioned above are each referred to herein as a “Partner” and,
collectively, as the"Partners."
Changes to the Partnership shall include, but not be limited to, adding
new Partners, transferring ownership of Partner interest, removing the
General Partner(s), dissolution of the Partnership, and any other legal,
structural, employment, or organizational amendments.
IV. PARTNER DUTIES. The Partners shall have the following duties and
obligations:
a.) Costs and Expenses. The costs and expenses of the Partnership shall
be the responsibility of: (choose one)
☐ - All Partners based on ownership interest. All Partners shall be
responsible for costs and expenses to the Partnership in accordance
with their respective ownership interest.
☐ - All Partners equally. All Partners shall be equally responsible for
costs and expenses to the Partnership no matter their ownership
interest.
☐ - Other. _______________.
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☐ - Not be able to engage in similar business activities. No
Partner shall be allowed to participate, directly or indirectly, in a
business that is related to the acts conducted by the Partnership.
☐ - Be able to engage in similar business activities. Any Partner
shall be allowed to participate, directly or indirectly, in a business that
is related to the acts conducted by the Partnership.
a.) Profit Distributions. Profits of the Partnership shall be paid based on:
(choose one)
☐ - A Partner’s percentage of ownership. Each Partner shall
receive their share of profits based on their ownership interest.
☐ - Custom percentages assigned to each Partner. Each Partner
shall be owed the following percentage of profits: _______________.
b.) First Right of Refusal. If any Partner shall enter into an agreement to
sell their ownership interest in the Partnership with an individual or
entity that is not a current Partner, the following parties must be given
a first right of refusal before such a transaction can take place:
i. Partnership. The Partnership shall be given ____ days’ notice to
purchase the ownership interest under the same terms agreed
upon by the potential buyer.
ii. Partners. If the Partnership declines to purchase said ownership
interest under said notice period, each Partner shall jointly and
severally be given a first right of refusal within ____ days’ notice to
purchase the ownership interest under the same terms and
conditions agreed upon by the potential buyer. If more than one (1)
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Partner agrees to purchase, they shall be obligated to share the
terms of the purchase equally.
e.) Tax Year. The Partnership’s tax year will end on _______________,
20____.
f.) Deadline for Capital Contributions. The deadline for all Partner capital
contributions must be made by _______________, 20____.
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a.) Death of a Partner;
b.) Partner that becomes incapacitated or not able to make decisions on their
own as determined by a licensed physician;
c.) A handicap of a Partner that prevents the individual from carrying out their
Partnership duties and obligations;
d.) Incompetence or negligence of a Partner;
e.) A Partner’s breach of fiduciary duties;
f.) A criminal or civil judgment made against a Partner; and
g.) Any other action made by a Partner that constitutes a breach of this
Agreement.
VII. TAXES. Each Partner shall be obligated to pay their share of taxes for any
distributions made or for any other liability based on the actions of the
Partnership.
a.) Vote. If the Partners vote, in accordance with Section III(b), to dissolve the
Partnership in accordance with the Governing Law.
b.) Less than 2 Partners. If, at any time, the Partnership consists of less than
two (2) Partners.
In the event of such dissolution of the Partnership, each Partner will share
equally in any remaining assets or liabilities of the Partnership in accordance
with their respective ownership interest, less any debts or capital contributions
that must be distributed first.
IX. BANKING. All funds generated by the Partnership, whether by the operations
of the business, capital contributions, or any other methods, shall be
deposited into bank accounts known and approved by the Partners in
accordance with Section III(b). Such funds shall not be commingled with any
other funds or be placed in an account of another individual or entity.
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X. FORCE MAJEURE. A Partner will be free of liability under this Agreement if
their performance is hindered due to an event that the Partnership could not
have anticipated and is out of its control. Such events shall include, but not be
limited to, natural disasters, fires, wars, insurrections, riots, strikes, lockouts,
labor disturbances, or “acts of God.” Nevertheless, the Partner(s) so affected
shall use reasonable commercial efforts to avoid or remove such causes of
nonperformance and shall continue performance hereunder with reasonable
dispatch whenever such causes are removed. Any Partner that is deemed
affected by any of the aforementioned events must provide immediate written
notice to the Partnership that includes a full report on what took place and the
suggested actions to cure said issues.
XI. NOTICES. All notices, whether between the Partners or to all Partners by the
General Partner(s), will be submitted in writing via personal delivery, email,
fax, or certified mail. All notices will be effective upon receipt or five (5) days
following the notice being sent, whichever occurs first.
XIII. GOVERNING LAW. This Agreement shall be governed under the laws
located in the State of _______________ (“Governing Law”).
XV. DISPUTES. The Partners agree to resolve any dispute arising out of this
Agreement through polite interactions and negotiations. If any dispute is not
able to be resolved by negotiation within ninety (90) days, the Partners
involved shall enter mediation in accordance with the rules under Governing
Law.
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XVII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Partners with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, between the Partners with respect to the subject matter hereof.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the
manner prescribed by law as of the Effective Date first written above.
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