Limited Partnership Agreement Synopsis

The following is a synopsis of the Limited Partnership Agreement

  1. Names of all Partners (up to 3 general and 15 limited)
  2. Partnership Name
  3. Partnership address
  4. Description of business of Partnership
  5. First date Partnership is in business
  6. Choices for termination date of Partnership
  7. Capital contribution of general and limited partners
  8. Division of profits amongst General and Limited Partners
  9. How much time and attention the General Partners need to devote
  10. If General Partners are allowed a salary, and if yes, how much
  11. Additional Capital Contribution by Partners required? (y/n, and choice re: amount)
  12. Determination of which state's laws apply.
The following items are standard in every Limited Partnership Agreement.
- 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 Partners.
- A majority in interest of the Limited Partners is 50+%.
- The Limited Partners will be repaid their capital contribution prior to any distributions of profit to the general and limited partners.
- 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, etc. with respect to Partnership property to take advantage of market conditions.
- General Partners may only be removed "for cause" by 75+% of vote of Limited Partners.
- 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 trusts, wholly owned corporations, etc. allowed. All other transfers subject to 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 interest.
- If G.P. removed "for cause", interest will be converted to non- voting 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 G.P.s and L.P.s, duties upon dissolution and winding up, setting record dates for 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 the Partnership, with payments over 5 years at 5% annual interest.
[end of Synopsis]