Limited Partnership Agreement Template

This Limited Partnership Agreement (“Agreement”) is entered into as of [Effective Date], by and among:

General Partner: [Full Legal Name], of [Address]

Limited Partner: [Full Legal Name], of [Address]

Additional Limited Partner, if applicable: [Full Legal Name], of [Address]

Together, the parties are referred to as the “Partners.”

1. Formation of Partnership

The Partners hereby form a limited partnership under the name:

[Partnership Name]

The partnership will be organized under the laws of:

[State/Country]

The Partners intend that the partnership be operated as a limited partnership in accordance with this Agreement and applicable law.

2. Principal Office and Registered Information

The principal business address of the partnership is:

[Business Address]

The registered office and registered agent, if required, are:

Registered Office: [Address]
Registered Agent: [Name]

The partnership may maintain additional offices or business locations as determined by the General Partner.

3. Purpose of Partnership

The purpose of the partnership is:

[Describe the business, investment, real estate, operating, or commercial purpose]

The partnership may engage in any lawful activity related or incidental to that purpose, to the extent permitted by applicable law.

4. Term

The partnership begins on:

[Start Date]

The partnership will continue until:

☐ A stated end date: [Date]
☐ Dissolved under this Agreement
☐ Another event: [Describe]

5. Partners and Percentage Interests

The Partners and their percentage interests in the partnership are as follows:

General Partner: [Name] – [Percentage %]

Limited Partner: [Name] – [Percentage %]

Limited Partner: [Name] – [Percentage %]

If additional partners are admitted, their interests will be reflected in the partnership records and any written amendment to this Agreement.

6. Capital Contributions

The initial capital contributions to the partnership are as follows:

General Partner: [Cash / Property / Services / Other] – [Value]

Limited Partner: [Cash / Property / Other] – [Value]

Limited Partner: [Cash / Property / Other] – [Value]

No partner is required to make any additional capital contribution unless this Agreement or a later written agreement specifically requires it.

If additional contributions are permitted or required, they will be handled as follows:

[Describe process]

7. Allocation of Profits and Losses

Profits and losses of the partnership will be allocated among the Partners as follows:

[Describe allocation by percentage interest, special allocation, priority return, or other formula]

Unless otherwise stated here, profits and losses will be allocated in proportion to the Partners’ percentage interests.

8. Distributions

Cash or other distributions from the partnership will be made at the times and in the amounts determined by the General Partner, subject to applicable law and available funds.

Distributions will be made as follows:

[Describe distribution formula, priority return, preferred return, or percentage-based allocation]

No Partner has the right to demand a distribution except as expressly stated in this Agreement or required by law.

9. Management and Authority

The General Partner shall have full authority to manage and control the business, affairs, and property of the partnership, including authority to:

• enter into contracts;

• buy, sell, lease, or finance partnership assets;

• open and manage bank accounts;

• hire advisors, employees, or contractors;

• make tax and operational decisions; and

• take any other action reasonably related to the partnership’s business.

Except as expressly stated in this Agreement or required by law, Limited Partners shall not participate in day-to-day management of the partnership.

10. Rights and Limitations of Limited Partners

Each Limited Partner shall have the rights expressly stated in this Agreement and under applicable law, including the right to receive information, allocations, and distributions as provided here.

Except as otherwise provided in this Agreement, a Limited Partner shall not:

• bind the partnership;

• act as an agent of the partnership;

• participate in daily management; or

• incur obligations in the name of the partnership.

Any special approval rights of Limited Partners are as follows:

[Describe voting or consent rights]

11. Voting and Major Decisions

Unless otherwise stated in this Agreement, the General Partner may act without the approval of the Limited Partners on ordinary business matters.

The following major matters require approval by:

☐ The General Partner only
☐ A majority of all partnership interests
☐ Unanimous consent
☐ Another approval standard: [Describe]

Major matters may include:

• admission of a new partner;

• amendment of this Agreement;

• merger, sale of substantially all assets, or conversion;

• dissolution of the partnership; and

• any borrowing or transaction above [Dollar Amount], if applicable.

12. Books, Records, and Reports

The partnership shall maintain complete and accurate books and records at its principal office or another designated location.

The records shall include, as applicable:

• partner information;

• capital accounts;

• financial statements;

• tax records;

• contribution records;

• distribution records; and

• copies of material contracts and amendments.

Each Partner may inspect partnership records upon reasonable request, subject to reasonable confidentiality protections.

13. Banking and Accounting

Partnership funds shall be held in the name of the partnership in one or more accounts designated by the General Partner.

The partnership’s fiscal year shall be:

[Calendar Year / Other]

The accounting method used by the partnership shall be:

[Cash / Accrual / Other]

14. Tax Matters

The Partners intend that the partnership be treated as a partnership for tax purposes unless otherwise required by law.

The General Partner, or another designated person, shall be responsible for tax filings, tax elections, and communications with taxing authorities on behalf of the partnership.

Tax representative or partnership representative, if applicable:

[Name]

15. Admission, Withdrawal, and Transfer of Interests

No Partner may sell, assign, pledge, or otherwise transfer all or part of that Partner’s interest except as permitted by this Agreement or with the required written consent of the other Partners.

A new partner may be admitted only upon:

[Describe approval process]

If a Partner wishes to withdraw, the process shall be as follows:

[Describe notice requirements, buyout rights, valuation process, or restrictions]

16. Death, Incapacity, or Bankruptcy of a Partner

If a Partner dies, becomes incapacitated, files bankruptcy, or is otherwise unable to continue in the same role, the partnership shall proceed as follows:

[Describe continuation rights, successor rights, buyout process, or dissolution trigger]

Any special rule for a General Partner vacancy is as follows:

[Describe]

17. Liability and Indemnification

The General Partner shall have the rights and responsibilities set by this Agreement and applicable law.

To the extent allowed by law, the partnership shall indemnify the General Partner and any authorized person acting on behalf of the partnership against claims, costs, or liabilities arising from good-faith actions taken for partnership purposes, except for fraud, willful misconduct, or a knowing violation of law.

Any additional indemnification terms are as follows:

[Describe]

18. Dissolution and Winding Up

The partnership shall dissolve upon the occurrence of any of the following:

• expiration of the term, if any;

• written agreement of the required Partners;

• sale of substantially all partnership assets, if designated as a dissolution event;

• withdrawal of the General Partner without a permitted replacement, if applicable; or

• any event requiring dissolution under applicable law.

After dissolution, the partnership shall wind up its affairs, pay or provide for its liabilities, and distribute remaining assets as follows:

[Describe order of payment and distribution]

19. Notices

Any notice required under this Agreement must be in writing and sent to the addresses or email contacts designated by the Partners.

Notice will be effective upon:

☐ Personal delivery
☐ Confirmed email delivery
☐ Certified mail
☐ Recognized courier
☐ Other: [Describe]

20. Governing Law

This Agreement shall be governed by the laws of [State/Country], without regard to conflict of law rules, except to the extent mandatory partnership law applies.

21. Entire Agreement

This Agreement contains the complete understanding among the Partners regarding the limited partnership and supersedes prior oral and written discussions on that subject.

Any amendment to this Agreement must be in writing and signed by the Partners as required under this Agreement.

22. Signatures

General Partner:

Signature: __________________________
Name: [Full Name]
Date: [Date]

Limited Partner:

Signature: __________________________
Name: [Full Name]
Date: [Date]

Additional Limited Partner, if applicable:

Signature: __________________________
Name: [Full Name]
Date: [Date]

23. Optional Acknowledgment

Optional witness or notary acknowledgment, if desired:

Signature: __________________________
Name: [Name]
Title: [Witness / Notary / Other]
Date: [Date]