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.
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