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limited partnership agreement template
the partners shall execute and cause to be recorded a certificate of limited partnership and any additional documents as may be necessary or appropriate to form a limited partnership pursuant to the laws of the state of . the funds of the partnership shall be deposited in such separate federally insured bank account or accounts as may be required, and the general partners shall arrange for the appropriate conduct of such account or accounts. the capital account of a partner shall consist of the original contribution to capital, if any increased by (1) any additional contributions to capital and (2) such partner’s share of partnership profits, and decreased by (1) distributions to such partner of partnership profits or otherwise in reduction of partnership capital and (2) such partner’s share of partnership losses. in the event resigns, ceases to be a general partner of the partnership, or is unable or unwilling to serve as tax matters partner for any reason, shall serve as tax matters partner, or in the event is unable or unwilling to serve as tax matters partner, a successor tax matters partner shall be elected by a unanimous vote of the partners. in the event of a transfer of an interest as a general partner, pursuant to article 11 of this partnership agreement, such interest as a general partner shall be converted to a limited partnership interest at the time of such transfer and shall remain subject to all of the provisions of article 11 of this partnership agreement.
each partner desiring to purchase a portion of the partnership interest shall be entitled to purchase a portion of that interest in the ratio that his or her interest in profits and losses of the partnership bears to the total interest in profits and losses of the partnership of all partners desiring to purchase portions of the partnership interest. (b) the executor or administrator of the estate of a deceased partner or the donor shall have the right to require any purchaser to secure the payment of such promissory note by granting a security interest in the partnership interest transferred pursuant to this article 11. each partner who is a purchaser agrees to execute and deliver to the executor or administrator of the estate of a deceased partner or the donor such security agreements, deeds of trust, financing statements, and other documents as may be necessary to perfect any such security interest. except as provided in section 11.4, no partnership interest herein shall be subjected to a security interest by any partner without the written consent of the general partners. legal title to partnership property shall be held in the name of the partnership. personally appeared before me this day, the undersigned authority in and for said county and state, on this day of , 20 , within my jurisdiction, the within named , and , general partners of , personally known to me or proved to me by satisfactory evidence to be and , who, acknowledged before me that they executed the foregoing certificate of limited partnership on the day and year therein mentioned.
this agreement of limited partnership is made effective as of the dates contained on the proxy forms presumptively determine the order of execution,. of a limited partnership. dated: , 20. limited partnership agreement. of a limited partnership. article 1: formation of limited partnership; name a limited partnership agreement sets out all the terms of your limited business partnership, from ownership interests to buy-out options, and everything in , limited partnership agreement texas, limited partnership agreement texas, limited partnership agreement template delaware, limited partnership agreement sec, limited partnership agreement hedge fund, limited partnership agreement hedge fund
limited partnership agreement template format
a limited partnership agreement defines the terms of your partnership and helps protect the success of your future business venture. a limited partnership agreement sets out all the terms of your limited business partnership, from ownership interests to buy-out options, and everything in between. we’ll make it simple to cover all the details with our step-by-step instructions.
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any reference to the capital contribution of a partner shall include the capital contribution made by a predecessor holder of the interest of the partner. if the general partner establishes a place of business outside the state, it will be required to qualify the partnership to conduct business as a limited partnership in any such foreign jurisdiction. limited partners initial capital contribution shall be in the form of $250,000 cash and a promissory note for $2,750,000 payable to the partnership in the form attached hereto as exhibit b, due and payable at the time of the limited partners admission to the partnership (limited partners initial capital contribution). the general partner may, in is sole discretion, declare that whenever the vote, consent or decision of a limited partner or of the partners is required or permitted pursuant to this agreement, except as required by the act, a defaulting limited partner shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such defaulting limited partner were not a partner. each partners capital account balance will be decreased by the partners distributive share of partnership loss and expense, and by all distributions to the partner of cash or other property. nothing contained in this section 5.5 is or shall be deemed to be for the benefit of any person or entity other than the other partner and the partnership, and no such person or entity shall under any circumstances have any right to compel any actions or payments by the partner-in-default. except as otherwise provided in this agreement or the act, the managing general partner will have all rights and powers and will be subject to the restrictions of a partner in a partnership without limited partners. this section does not, and may not be interpreted to, reduce the duty of loyalty owed to the partnership by any partner by law or by the terms of this agreement.
except for such capital commitment, a limited partner will not be required to make any further contributions or loans to the partnership, and will not be personally liable for any obligations of the partnership. it is expressly understood and agreed that the manner of holding title to property (or any part thereof) of the partnership is solely for the convenience of the partnership, and that all such property shall be treated as partnership property subject to the terms of this agreement. 13.2 if the partnership or the other partners fail to accept the offer or, if the offer is accepted by the partnership or the other partners and the partnership or the other partners fail to purchase all of the offered interest at the transfer purchase price within the time and in the manner specified in this section 13, then the offering partner shall be free, for a period (hereinafter referred to as the free transfer period) of sixty (60) days from the occurrence of such failure, to transfer the offered interest to the proposed transferee identified in the transfer notice on the terms contained therein; subject only to any additional restrictions on such transfer that may be imposed by this agreement or any other agreement. 14.1.2 limited partner may sell its partnership interest to general partner, pursuant to a negotiated buy-sell transaction as set forth in section 18 of this agreement and general partner will have thirty (30) days from the date a final appraised value is obtained in which to consummate the sale. 16.2 the aggregate dollar amount of the defaulting partners purchase price shall be payable in cash on the closing date, unless the non-defaulting partner shall elect prior to or on the closing date to purchase the defaulting partners interest in installments as provided in section 18 of this agreement. the address of each partner is set in section 22.2 of this agreement, and each partner agrees to notify the partnership of any change of address. no modification or amendment of any provision of this agreement will be binding on any partner unless in writing and signed by all the partners. the captions/headings used in this agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this agreement. the parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this agreement.