LEGALDOCS - Limited Partnership Agreement
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CAUTION: Shares in a limited partnership are deemed SECURITIES under all State and Federal Laws. THE OFFER FOR AND SALE OF SECURITIES ARE REGULATED BY LAW. This form is intended for use by attorneys and other trained professionals to easily prepare a limited partnership agreement. If you are not an attorney and want to use this form, consult an attorney to determine if these Limited Partnership interests fall within an exemption in your State's securities laws, and of all Federal Laws. This program does not create a Certificate of Limited Partnership, which is a document that MUST be filed in the Office of the Secretary of State (or similar office) of your State to create a limited partnership.
Skip the explanation and go directly to the Questions
A limited partnership consists of one or more general partners, and one or more limited partners. The general partners have control over partnership affairs, and make decisions regarding partnership issues. The general partners may or may not invest money in the partnership. The general partners have unlimited liability for partnership debts and obligations.
The limited partners take no part in the running of the partnership affairs. They invest money in the partnership and usually provide the working capital to achieve the partnership business goals. The limited partner's risk is limited to their capital contribution. That is, if a limited partner invests $100,000 into the partnership, the risk is losing that $100,000. If the partnership is sued or has liabilities exceeding the net worth of the partnership, the creditors of the partnership cannot attach the personal assets of the limited partners. (CAUTION: If a limited partner actively participates in the partnership affairs other than investing capital and voting on allowed issues, that limited partner may loose his or her limited partner status and be deemed a general partner, and thus have unlimited liability for the partnership's debts and obligations.)
This form allows you to prepare a Limited Partnership Agreement with up to fifteen limited partners. If there are less than fifteen limited partners, skip the blanks that do not apply. If you have more than fifteen limited partners, you can still use this form, but you have to "print to file" and modify this document by adding the additionally required information. THE LTD AGREEMENT PROVIDED CONTAINS STANDARD LANGUAGE. CAREFULLY READ THE ENTIRE AGREEMENT TO INSURE IT APPLIES TO YOUR SITUATION.
INFORMATION REGARDING THE PARTIES, ADDRESS AND TERM
Enter the following information about persons entering into the Partnership Agreement.
The name or names of the General Partner(s) is:
The name of each Limited Partner is:
Enter the name of the Partnership (For example, Real Estate Ventures One, a New Mexico Limited Partnership):
The Partnership's main place of doing business is:
The Partnership is organized under the laws of the State of:
Enter the general type of business the Partnership will be doing. (don't capitalize, and don't use a period at the end of the sentence)
FINISH THIS SENTENCE: The Partnership is engaged in the business of:
[For example, "acquiring and developing a commercial office building located at ......."(OR) "making loans secured by interests in real properties".
Enter the date the partnership agreement will be signed:
Choose the date the partnership will or is expected to end. The Partnership will end when:
INFORMATION REGARDING PARTNERS' CAPITAL CONTRIBUTIONSS AND OWNERSHIP INTERESTS(do not use any commas in the numbers below)
Total Capital Contribution
The total capital contribution from all Partners to the Partnership is
General Partner Capital Contribution.
Will the General Partner be required to contribute capital?
Yes, in an amount as follows:
Capital Contribution of Limited Partners.
Enter each Limited Partner's Capital Contribution.
Additional Capital Contributions.
In the event the Partnership requires a later infusion of money to run the business, are the Partners required to contribute additional capital?
Division of Profits and Losses:
Enter each Partners' share in the division of profits and losses. (Make sure that the first partner in this section is the same as the first partner named above, that the second partner is the same as the second partner named above, etcetera).
General Partner Compensation. Will the General Partner(s) be entitled to compensation for their work on behalf of the Partnership?
Devoting full time and effort to Partnership Affairs. Depending on the nature of the Partnership, the Partners can decide if the General Partners have to devote full time and effort for the Partnership. Choose one of the following:
This completes the information input for your Limited Partnership Agreement. When you Send this Form, this program will prepare a Summary of the Limited Partnership Agreement for your review. Make sure that all facts stated in the Summary are correct in all respects.
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