Limited Partnership Agreement Synopsis
The following is a synopsis of the Limited Partnership
The following items are standard in every Limited Partnership
- Names of all Partners (up to 3 general and 15 limited)
- Partnership Name
- Partnership address
- Description of business of Partnership
- First date Partnership is in business
- Choices for termination date of Partnership
- Capital contribution of general and limited partners
- Division of profits amongst General and Limited Partners
- How much time and attention the General Partners need to
- If General Partners are allowed a salary, and if yes, how much
- Additional Capital Contribution by Partners
required? (y/n, and choice re: amount)
- Determination of which state's laws apply.
- The Partners must file a Certificate of Limited Partnership.
(THIS CERTIFICATE IS NOT
PROVIDED IN THIS AGREEMENT OR THIS WEBSITE)
- No interest will be paid on Capital Contributions.
- No Partner may withdraw capital without consent of other
- A majority in interest of the Limited Partners is 50+%.
- The Limited Partners will be repaid their capital contribution
to any distributions of profit to the general and limited
- A transfer by a General Partner to a revocable living trust is
not deemed a transfer of
interests until the death of the Partner.
- Management and control is vested in the General Partners only.
- The General Partners have wide ranging authority to borrow, sell,
with respect to Partnership property to take advantage of market
- General Partners may only be removed "for cause" by 75+% of vote of
- Normal provisions requiring General Partners to maintain and grant
access to financial statements, hold meetings, allow proxies, notice
requirements for meetings, etc.
- Transfer of Limited Partnership interests to revocable living
wholly owned corporations, etc. allowed. All other transfers subject
right of first refusal to other Limited Partners.
- On General Partner's death, dissolution or bankruptcy, etc., such
G.P.s interest will be converted into Substituted Limited Partner
- If G.P. removed "for cause", interest will be converted to non-
limited partnership interest.
- No Partner may engage in conduct to the detriment of the L.P.,
including divulging trade secrets, competing with L.P., etc.
- Standard language re: indemnification of G.P.s, liability of
L.P.s, duties upon dissolution and winding up, setting record dates
meetings, choice of law, attorney's fees, etc.
- No Partners have to present "investment opportunities" to L.P.
- Books will be kept on a cash (not accrual) basis.
- Partners may be removed for misconduct, at which time the removed
Partner's interest will be established by appraisal and purchased by
Partnership, with payments over 5 years at 5% annual interest.
[end of Synopsis]
FOR MORE DETAIL ABOUT THIS AGREEMENT, COMPLETE THE QUESTIONNAIRE
AND REVIEW THE SUMMARY PRODUCED AT NO COST