A limited partnership agreement is a legal contract that outlines the duties, responsibilities, and obligations of the partners involved in a limited partnership. This agreement typically covers the division of profits and losses, voting rights within the partnership, and each partner’s capital contribution. In addition, it may include information on how the parties will resolve disputes and provisions regarding the dissolution of the partnership.
This agreement is made on (insert date) among:
Name of Limited Partnership
General Partner: [Sender.FirstName] [Sender.LastName] located in [Sender.Country] [Sender.State] [Sender.StreetAddress] [Sender.City] [Sender.PostalCode]
Limited Partner: [Partner.FirstName] [Partner.LastName] located in [Partner.Country] [Partner.State] [Partner.StreetAddress] [Partner.City] [Partner.PostalCode] [Partner.PostalCode]
Name of Limited Partner located in (insert location):
WHEREAS, the Partners wish to establish a limited partnership that will operate under the terms and conditions outlined in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
State the exact shares of ownership and profits each party will receive and any additional details regarding participation in the partnership to ensure clarity and prevent disputes.
The limited partnership shall be owned by the Partners under their respective ownership interests set forth below. Each partner shall participate in the management, operation, and control of the limited partnership under the terms and conditions of this Agreement.
The limited partnership shall be entitled to all profits from its business activities, subject to applicable tax obligations. Each partner shall receive a percentage of these profits under their ownership interest.
Outline the terms regarding the dissolution of the partnership, including how assets will be divided and what actions must take place after dissolution to ensure a smooth transition.
If for any reason, the limited partnership is required or decides to dissolve, wind up, or liquidate its business activities, the partners shall work together to facilitate an orderly closure. This process may include the transfer of assets, assignment of liabilities, and other actions as determined by the Partners in consultation with legal counsel.
Focus on any legal protections the limited partnership may have against liability. For example, include a clause that limits the liability of the partners for any actions or decisions made in their capacity as a partner.
The limited partnership and each of the Partners shall be held harmless from any liability arising from their business activities. This agreement shall not limit the liability of any Partner for actions or inactions that are not by the terms and conditions outlined in this Agreement.
Different states or provinces may have different laws that govern limited partnerships. For example, some states require a written agreement to be filed with the state government to establish a limited partnership. If these statutes govern your partnership, consider including this information in your template.
The limited partnership shall be governed by the laws of (state/province), and any disputes arising out of this Agreement shall be resolved by these laws.
Define who will manage the day-to-day operations of the limited partnership, including details regarding decision-making authority, profit distribution, and other financial matters.
Subject to the terms and conditions outlined in this Agreement, the limited partnership shall be managed by (insert name), who shall serve as the general partner. The day-to-day management of the business may also be delegated to other individuals or entities, as determined by the Partners from time to time.
The Limited Partners must not take any actions without consulting with the General Partner. The Limited Partners also agree to adhere to any additional terms and conditions outlined in this Agreement, including those related to the management of the limited partnership, allocation of profits and losses, resolution of disputes, and dissolution of the partnership.
This Agreement shall remain in effect for a period of (insert term length), beginning on (insert start date) and ending on (insert end date). This Agreement may be renewed at the discretion of the Partners.
Outline what, if any, capital contributions are required of each partner. Also, include information regarding when and how they make these contributions.
The Partners agree to make initial capital contributions in the amount of (insert total contribution amount) as required by this Agreement. Additional capital contributions may be requested at any time, and each Partner must make these additional contributions on time.
The Partners agree to share profits and losses under their respective ownership interests. Profit distributions may be made at regular intervals or as needed, depending on the business operations of the limited partnership. Profits will be divided as follows: (insert share percentages for each Partner.)
By signing this Agreement, each Partner agrees to abide by all the terms and conditions outlined herein. The Partners are also required to participate in the management and operation of the limited partnership according to their respective responsibilities. Furthermore, any disputes arising from this Agreement shall be settled per its terms and conditions.
IN WITNESS WHEREOF this Limited Partnership Agreement has been executed on (date).
MM / DD / YYYY MM / DD / YYYYUsed 4,980 times
AI assistant included
Care to rate this template?
Your rating will help others.
Thanks for your rate!
Sign up to use this winning template
No credit card required
Partnership Agreement Template
This distribution agreement template is designed to help UK distributors accelerate their document signing process. Download your free copy today.
Partnership Dissolution Agreement Template
A formal partnership dissolution agreement is a binding legal instrument between business partners that outlines the dissolution process in detail. When terminating a partnership, you can use this Partnership Dissolution Agreement Template.
Joint Partnership Agreement Template
Create a legally binding joint partnership agreement in minutes with this free joint partnership agreement template. It includes a point-by-point set of terms, covering profit sharing, liabilities, relevant legalities, termination conditions, and so on, along with customizable fields to add personal details of the applicable parties.
Simple Real Estate Partnership Agreement Template
Do you require a Simple Real Estate Partnership Agreement Template? A real estate partnership agreement is a legal instrument that establishes a joint venture to buy and manage properties between two or more partners.
A limited partnership agreement is a legal document that sets out the terms and conditions governing the operation of a limited partnership. This typically includes details about capital contributions, management responsibilities, distribution of profits and losses, and other key aspects of the partnership. All partners must sign the agreement to be legally binding. Additionally, it may be subject to renewal or termination at the Partners’ discretion.
A limited partnership agreement features each partner’s financial responsibilities and obligations related to profit sharing, capital contributions, and other financial matters. It includes two kinds of partners: general and limited ones. General partners typically have the authority to make final decisions about a limited partnership’s operations, while limited partners participate only in day-to-day business activities.
In the absence of a limited partnership agreement, profits and losses may be split between the partners in any manner they choose. This could include an equal share for all partners or a distribution of profits according to each partner’s ownership stake. However, this arrangement is typically not legally binding and can be subject to change at any time. As such, it is generally advisable to create a limited partnership agreement that clearly outlines the rights and responsibilities of all partners.
There are several reasons why a limited partnership agreement is considered more important than a certificate of partnership. First and foremost, the limited partnership agreement sets out the terms and conditions governing the operation of the partnership in a legally binding manner. This includes details about capital contributions, ownership interests, distribution of profits and losses, and other important aspects of the partnership.
In contrast, a certificate of partnership is only a statement of fact that outlines when and how the limited partnership was formed. It does not contain any legally binding terms or conditions and can be changed or revoked at any time by the partners.
There is no legal requirement that a limited partnership must have a written agreement. However, in most cases, it is advisable to create one to set out the rights and responsibilities of all partners. This can help to minimize disputes and ensure that each partner understands exactly what is expected of them.
The limited partnership agreement may also include provisions for resolving disputes or ending the partnership if disagreements arise. Additionally, a written agreement can help protect the interests of both partners and third parties, as it provides clear evidence of the partnership’s terms and conditions. As such, most businesses create a limited partnership agreement to ensure that a clear and enforceable set of rules governs their partnership.
Parties other than PandaDoc may provide products, services, recommendations, or views on PandaDoc’s site (“Third Party Materials”). PandaDoc is not responsible for examining or evaluating such Third Party Materials, and does not provide any warranties relating to the Third Party Materials. Links to such Third Party Materials are for your convenience and does not constitute an endorsement of such Third Party Materials.
