[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-limited-partnership-agreement-2-D1009":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"General Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"First Special Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Second Special Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS the General Partner and the Special Partners wish to constitute themselves a limited partnership under the provisions of Articles [SPECIFY] and followings of the Civil Code [YOUR COUNTRY ACT/LAW/RULE] and to be bound by the terms and conditions of the present Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS AND INTERPRETATION Definitions In this Agreement and in all other related documents, except where there is an express provision to the contrary or if the context requires another interpretation, the following words, terms and expressions have the following meanings: \"Affiliate\" or \"Affiliated\" - has the meaning ascribed to such term under the [COUNTRY] Business Corporations [ACT/LAW/RULE]; \"Agreement\" - the present Limited Partnership Agreement as amended from time to time by one or more agreements entered into in compliance with the provisions of the present Agreement; \"Annual Budget\" - has the meaning ascribed to such expression under the Shareholders Agreement; \"Associate\" - has the meaning ascribed to such term under the [COUNTRY] Business Corporations [ACT/LAW/RULE]; \"Auditor\" - a civil partnership of which the partners are members of the [SPECIFY COUNTRY Institute of Chartered Accountants] and who are appointed from time to time by the General Partner and approved by the Special Partners as auditors for the Partnership; in the event that no such auditors have been appointed and approved at such a date, this word means the accountants duly mandated by the Special Partners with respect to the financial period in question or, failing this, any chartered accountant specially designated by the Special Partners for this purpose; if there are no Auditors or chartered accountants appointed for the financial period in question, or if the latter refuse their mandate, and if the concerned parties cannot agree upon the choice of a specially designated chartered accountant within a period of [NUMBER] days, they shall then have recourse to the provisions governing arbitration provided at Articles [NUMBER] and seq. of the Code of [SPECIFY] of the Province of [STATE/PROVINCE] in order to appoint one or three accountants, as the case may be, who shall carry out the mandate in accordance with the parameters herein provided; \"Available Funds\" - includes cash on hand, credit balances of accounts in banks and other financial institutions, funds which may be withdrawn by the Partnership from day to day by virtue of letters of credit and the realizable value of the short term liquid investments indicated in subparagraph 6.2.20; \"Business\" - that certain business identified under paragraph 2.3 of this Agreement; \"Capital\" - is synonymous with the term \"common stock\" used in the relevant articles of the Civil Code pertaining to limited partnerships; \"Capital Account\" - that account identified under paragraph 15.1 of this Agreement; \"Capital Contribution\" - the initial contribution and all other contributions made or agreed to be made from time to time by a Partner to the capital of the Partnership, less amounts distributed to this Partner as reimbursement of capital; \"Certificate\" - a certificate of ownership indicating that the registered holder thereof is the owner of the number of Units stated therein; \"Civil Code\" - the Civil Code [YOUR COUNTRY ACT/CODE/LAW/RULE] \"Closing\" - the closing meeting of the Initial Contribution or of any other subsequent investment as indicated; \"Companies and Partnerships Declaration Act\" - the Companies and Partnerships Declaration [ACT/LAW/RULE] ([STATE/PROVINCE]); \"Current Account\" - that account identified under paragraph 15.2 of this Agreement; \"Declaration\" - the declaration signed and filed pursuant to the Companies and Partnerships Declaration Act and forming the present Limited Partnership, as amended from time to time; \"Evaluator\" - the independent expert designated by a Special Partner in accordance with the provisions of subparagraph 18.1.5 of this Agreement; \"Fair Market Value of the Interest\" or \"Fair Market Value of the Subject Interest\" - that value of the Interest as referred to under Section 18 of this Agreement; \"Force Majeure\" - inter alia, a situation caused by a fortuitous event or by irresistible force as described in Article [NUMBER] of the Civil Code [YOUR COUNTRY ACT/LAW/RULE], a situation likely to affect the life, health, safety, welfare or comfort of human beings, or to cause damage to or otherwise impair to quality of soil, vegetation, wildlife or property, legal or illegal strikes, threats of strikes and lockouts, work slowdowns, fire, flood, an interruption of, a suspension of or a delay in the means of transportation usually available to the party invoking Force Majeure, war, revolution, riot, governmental intervention or regulation, whether statutory or otherwise, which did not exist at the time of execution of this Agreement, unavoidable accidents, shortage in the work force, and, in general, any other happening or event which is beyond the reasonable control of the party invoking it and which the latter cannot resolve or reasonably avoid by normal or legal means; \"General Partner\" - the General Partner or any Person admitted to the Partnership as the substitute of a General Partner appointed in compliance with this Agreement; \"Income Tax Acts\" - the Income Tax [ACT/LAW/RULE] of [COUNTRY] [SPECIFY] and the Taxation [ACT/LAW/RULE] of [STATE/PROVINCE] [SPECIFY]; \"Initial Contribution\" - the first investment of [NUMBER], Units for a subscription price of [AMOUNT] for each Unit, and for which [NAME], [NAME] and the General Partner have each subscribed respectively to [NUMBER], [NUMBER] and [NUMBER] Units representing to each of them respectively a sum of [AMOUNT], [AMOUNT] and [AMOUNT], for a total sum of [AMOUNT]; \"Initial Special Partner\" - Me [INDIVIDUAL NAME] who signed the Declaration dated [DATE], as Special Partner; \"Interest\" - i) the share of a Partner in the Partnership at the time when such Interest needs to be determined, plus any evidence of indebtedness of the Partnership to such Partner held by it, and ii) if such Partner is a Special Partner, the shares beneficially held by such Special Partner or by a Person of the Same Group as such Special Partner, as the case may be, in the capital stock of the General Partner as well as any evidence of indebtedness of the General Partner to such Special Partner or to such Person of the Same Group as such Special Partner, held by it; \"LAB\" - Linear [SPECIFY], its derivatives and its raw materials; \"Long Term Debt/Equity Ratio\" of the Partnership - that certain long term debt/equity ratio as determined and revised from time to time by way of Special Resolution, such ratio being initially set at [NUMBER]: after deduction of any incentives, grants or loans from any [COUNTRY] federal or provincial government body;",null,"Limited Partnership Agreement 2","37",266,"doc","https://templates.business-in-a-box.com/imgs/1000px/limited-partnership-agreement-2-D1009.png","https://templates.business-in-a-box.com/imgs/250px/1009.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1009.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Incorporation Agreements","/templates/incorporation-agreement/","limited partnership agreement 2","Limited Partnership Agreement 2 Template","https://templates.business-in-a-box.com/imgs/400px/1009.png","https://templates.business-in-a-box.com/imgs/600px/1009.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[37,41,45,49,53,57,61,65,69,73,77,81,85,101,115,133,147,161],{"label":38,"url":39,"thumb":40,"extension":10},"Limited Partnership Agreement","/template/limited-partnership-agreement-D891","https://templates.business-in-a-box.com/imgs/250px/891.png",{"label":42,"url":43,"thumb":44,"extension":10},"Limited Partnership Agreement Long Form","/template/limited-partnership-agreement-long-form-D1011","https://templates.business-in-a-box.com/imgs/250px/1011.png",{"label":46,"url":47,"thumb":48,"extension":10},"Offering Memorandum Limited Partnership","/template/offering-memorandum-limited-partnership-D1012","https://templates.business-in-a-box.com/imgs/250px/1012.png",{"label":50,"url":51,"thumb":52,"extension":10},"Partnership Agreement","/template/partnership-agreement-D12551","https://templates.business-in-a-box.com/imgs/250px/12551.png",{"label":54,"url":55,"thumb":56,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":58,"url":59,"thumb":60,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"label":62,"url":63,"thumb":64,"extension":10},"Partnership Buyout Agreement","/template/partnership-buyout-agreement-D12708","https://templates.business-in-a-box.com/imgs/250px/12708.png",{"label":66,"url":67,"thumb":68,"extension":10},"MOU Strategic Partnership Agreement","/template/mou-strategic-partnership-agreement-D12872","https://templates.business-in-a-box.com/imgs/250px/12872.png",{"label":70,"url":71,"thumb":72,"extension":10},"Active Real Estate Partnership Agreement","/template/active-real-estate-partnership-agreement-D13216","https://templates.business-in-a-box.com/imgs/250px/13216.png",{"label":74,"url":75,"thumb":76,"extension":10},"Passive Real Estate Partnership Agreement","/template/passive-real-estate-partnership-agreement-D13232","https://templates.business-in-a-box.com/imgs/250px/13232.png",{"label":78,"url":79,"thumb":80,"extension":10},"Partnership Dissolution Agreement","/template/partnership-dissolution-agreement-D901","https://templates.business-in-a-box.com/imgs/250px/901.png",{"label":82,"url":83,"thumb":84,"extension":10},"Restaurant Partnership Agreement","/template/restaurant-partnership-agreement-D14050","https://templates.business-in-a-box.com/imgs/250px/14050.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":99,"url":100},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"incorporation-agreement","llc operating agreement","/template/llc-operating-agreement-D5209",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":113,"url":114},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[111,112],{"label":17,"url":96},{"label":17,"url":96},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":132},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","3",513,"https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":124,"description":6},"investment agreement",[126,129],{"label":127,"url":128},"Finance & Accounting","finance-accounting",{"label":130,"url":131},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":134,"descriptionCustom":6,"label":135,"pages":118,"size":119,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":146},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":140,"description":6},"non disclosure agreement nda",[142,143],{"label":17,"url":96},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement","1",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[157,158],{"label":17,"url":96},{"label":17,"url":96},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":119,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":175},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":169,"description":6},"subscription agreement",[171,172],{"label":127,"url":128},{"label":173,"url":174},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",false,{"seo":178,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":451,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":507,"classification":508},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182,"robots":190,"family":181,"is_canonical":176},"Limited Partnership Agreement Template #2 (Free Word)","Free limited partnership agreement template for LP structures. Covers capital contributions, profit allocation, GP authority, and dissolution. Free Word and PDF download.","limited partnership agreement template",[183,184,185,186,187,188,189],"limited partnership agreement","limited partnership agreement template word","limited partnership agreement free","lp agreement template","limited partnership contract template","limited partnership formation document","lp agreement pdf","noindex,follow",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":176},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Limited Partnership Agreement is a legally binding contract between one or more general partners (GPs) and one or more limited partners (LPs) that establishes the structure, governance, and financial terms of a limited partnership. This free Word download covers capital contributions, profit and loss allocation, GP authority and duties, LP liability protections, transfer restrictions, and dissolution — in a single editable document you can customize and export as PDF.\n","Use it when forming a limited partnership to pool capital from passive investors while retaining management control in the hands of one or more general partners. Common triggers include real estate investment vehicles, private equity funds, family investment partnerships, and joint ventures where some participants want liability protection without day-to-day management obligations.\n","Partnership formation and purpose, capital contribution schedules and accounts, profit and loss allocations, GP management authority and fiduciary duties, LP rights and liability limitations, distributions, transfer and assignment restrictions, admission of new partners, dissolution and winding-up procedures, and governing law.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Real estate investors","Pooling capital from passive LPs to acquire or develop a property","persona-real-estate-investor",{"title":208,"use_case":209,"icon_asset_id":210},"Private equity fund managers","Structuring a fund with GP management control and LP capital commitments","persona-fund-manager",{"title":212,"use_case":213,"icon_asset_id":214},"Family office principals","Organizing family investment assets into a formal LP with liability separation","persona-family-office",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Raising capital from angel investors through a structured LP vehicle","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Business attorneys","Drafting formation documents for client LP structures across industries","persona-attorney",{"title":224,"use_case":225,"icon_asset_id":226},"Joint venture partners","Formalizing a project-specific partnership with defined roles and profit splits","persona-joint-venture-partner",[228,232,235,239,242,246,249],{"situation":229,"recommended_template":230,"slug":231},"Two or more equal partners sharing management responsibilities","General Partnership Agreement","partnership-agreement-D12551",{"situation":233,"recommended_template":87,"slug":234},"Single-member or multi-member LLC structure instead of LP","llc-operating-agreement-D5209",{"situation":236,"recommended_template":237,"slug":238},"Real estate syndication with multiple passive investors","Limited Partnership Agreement (Real Estate)","active-real-estate-partnership-agreement-D13216",{"situation":240,"recommended_template":7,"slug":241},"Venture capital or private equity fund formation","limited-partnership-agreement-2-D1009",{"situation":243,"recommended_template":244,"slug":245},"Family limited partnership for estate planning purposes","Family Limited Partnership Agreement","limited-partnership-agreement-D891",{"situation":247,"recommended_template":103,"slug":248},"Joint venture between two corporate entities for a single project","joint-venture-agreement-D889",{"situation":250,"recommended_template":117,"slug":251},"Silent investor arrangement without formal LP structure","investment-agreement-D12831",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"General Partner (GP)","The managing partner in a limited partnership who has unlimited personal liability for partnership debts and is solely responsible for day-to-day operations and decisions.",{"term":257,"definition":258},"Limited Partner (LP)","A passive investor in a limited partnership whose liability is capped at the amount of their capital contribution, provided they do not participate in management.",{"term":260,"definition":261},"Capital Account","An individual ledger maintained for each partner tracking their initial contribution, additional contributions, allocated profits and losses, and distributions received.",{"term":263,"definition":264},"Capital Contribution","The cash, property, or services a partner contributes to the partnership in exchange for their ownership interest.",{"term":266,"definition":267},"Carried Interest","The GP's share of profits above a defined return threshold, typically 20%, earned as compensation for managing the partnership rather than as a return on capital.",{"term":269,"definition":270},"Preferred Return","A minimum annual return — commonly 6–8% — that LP investors receive on their invested capital before the GP participates in profit distributions.",{"term":272,"definition":273},"Clawback Provision","A clause requiring the GP to return previously distributed carried interest if the fund's total performance falls below the agreed preferred return over the full partnership term.",{"term":275,"definition":276},"Transfer Restriction","A contractual limitation on a partner's ability to sell, assign, or pledge their partnership interest without the prior written consent of the other partners.",{"term":278,"definition":279},"Dissolution Event","A specific occurrence — such as the expiration of the partnership term, unanimous partner vote, or withdrawal of the sole GP — that triggers the winding-up of partnership affairs.",{"term":281,"definition":282},"Limited Liability Shield","The statutory protection afforded to limited partners preventing personal liability for partnership obligations, which is forfeited if an LP participates in management control.",{"term":284,"definition":285},"Pro Rata","Proportional allocation of profits, losses, or distributions based on each partner's percentage ownership interest in the partnership.",{"term":287,"definition":288},"Winding Up","The process of settling partnership debts, liquidating assets, and distributing remaining proceeds to partners in the order of priority set out in the agreement following a dissolution event.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties, formation, and purpose","Identifies all general and limited partners by legal name, establishes the partnership under the applicable LP statute, names the partnership, and defines the scope of its permitted business activities.","This Limited Partnership Agreement is entered into as of [DATE] among [GP LEGAL NAME] as General Partner and the persons listed in Schedule A as Limited Partners. The Partnership is formed under the [STATE] Revised Limited Partnership Act for the purpose of [BUSINESS PURPOSE].","Defining the business purpose too narrowly so that adjacent investments or activities fall outside the partnership's stated scope, requiring an amendment every time the strategy evolves.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Capital contributions and commitments","Records each partner's initial capital contribution, any future capital call obligations, the timeline for funding, and the consequences of a partner failing to meet a capital call.","Each Limited Partner shall contribute the amount set forth opposite their name in Schedule A by [DATE]. Failure to fund a capital call within [10] business days shall result in dilution of the defaulting partner's interest at a ratio of [X]:1.","Omitting default consequences for missed capital calls. Without a defined penalty, a defaulting LP can stall the fund and harm other investors with no contractual remedy available.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Capital accounts","Establishes a separate capital account for each partner, defines the events that increase or decrease it, and ties distributions and allocations to these accounts throughout the partnership's life.","A separate Capital Account shall be maintained for each Partner. Each Partner's Capital Account shall be credited with their Capital Contributions and allocated Net Profits, and debited with distributions and allocated Net Losses.","Failing to maintain capital accounts consistent with IRS Treasury Regulation §1.704-1(b)(2)(iv). Non-compliant capital accounts can cause allocations to be reallocated by the IRS, resulting in unexpected tax consequences for all partners.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Allocations of profits and losses","Specifies the percentage or method by which net profits and net losses are allocated among partners for tax and accounting purposes, including any preferred return waterfall and carried interest.","Net Profits and Net Losses shall be allocated [X]% to the Limited Partners pro rata and [X]% to the General Partner, subject to the preferred return waterfall in Schedule B. Carried Interest of [20]% shall accrue to the General Partner after LPs have received a [8]% preferred return.","Confusing economic distributions with tax allocations. Tax allocations under the agreement must have substantial economic effect under IRC §704(b) or they will be ignored by the IRS and reallocated according to partners' interests.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Distributions","Defines the timing, priority, and method for distributing cash or property to partners, including the waterfall order — return of capital, preferred return, and then profit sharing.","Distributable Cash shall be distributed in the following order: (1) to all Partners pro rata until each has received a return of their contributed capital; (2) to Limited Partners until each has received an [8]% preferred return; (3) [80]% to Limited Partners and [20]% to the General Partner as carried interest.","Drafting distribution waterfalls without addressing a clawback. If early distributions exceed what the GP is ultimately entitled to over the fund's life, there is no mechanism to recover the overpayment without an explicit clawback clause.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"General partner authority, duties, and compensation","Grants the GP authority to manage partnership affairs, sets fiduciary standards (or contractually limits them), defines GP compensation (management fee and carried interest), and identifies actions requiring LP consent.","The General Partner shall have full authority to manage the business of the Partnership. The General Partner shall receive an annual management fee of [2]% of committed capital. Actions requiring [majority / unanimous] LP consent include: [sale of substantially all assets, admission of additional GPs, amendment of this Agreement].","Not listing the specific actions that require LP consent. An open-ended grant of GP authority with no reserved LP rights gives passive investors no practical protection against self-dealing or strategy drift.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Limited partner rights and liability","Confirms that LPs are not personally liable for partnership obligations beyond their capital commitment and specifies the information rights, inspection rights, and voting rights available to LPs.","No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership solely by reason of being a Limited Partner. Each Limited Partner shall have the right to receive annual audited financial statements within [90] days of fiscal year end and to inspect the Partnership's books on [10] days' written notice.","Granting LPs management participation rights — such as approval over routine operational decisions — without realizing this can pierce the limited liability shield under the control rule in many LP statutes.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Transfer and assignment of partnership interests","Restricts voluntary and involuntary transfers of LP and GP interests, sets out the consent and right-of-first-refusal process, and defines which transfers are permitted without consent.","No Partner may transfer all or any portion of their Partnership Interest without the prior written consent of the General Partner, which shall not be unreasonably withheld. Any permitted transferee must execute a joinder agreement and, if an LP, meet the suitability requirements in Schedule C.","Allowing free transfer of LP interests without a suitability screen. Admitting an ineligible investor can trigger securities law violations, especially if the LP interests were issued under a Regulation D exemption.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Dissolution, liquidation, and winding up","Lists the events that trigger dissolution, designates who manages the winding-up process, establishes the priority waterfall for distributing remaining assets, and addresses the GP's obligations during liquidation.","The Partnership shall dissolve upon: (a) the expiration of the Term on [DATE]; (b) the written consent of Partners holding [majority / X]% of interests; or (c) the withdrawal, bankruptcy, or dissolution of the sole General Partner. The General Partner (or a court-appointed liquidator) shall wind up Partnership affairs in accordance with [STATE] law.","Failing to specify what happens when the GP withdraws or becomes insolvent without a replacement mechanism. Without this, dissolution may be mandatory under state law, forcing an untimely liquidation of partnership assets.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law, dispute resolution, and entire agreement","Specifies the jurisdiction whose LP statutes govern formation and operation, the forum and method for resolving disputes (arbitration, mediation, or litigation), and confirms the written agreement supersedes all prior understandings.","This Agreement shall be governed by the laws of the State of [DELAWARE / STATE]. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY]. This Agreement constitutes the entire agreement among the parties with respect to the Partnership and supersedes all prior negotiations and representations.","Choosing a governing law jurisdiction different from where the partnership is registered. Delaware LP law is the most developed, but a partnership formed in another state may be governed by that state's statute regardless of a contrary choice-of-law clause.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify and name all partners","Enter the full legal name of each general partner and each limited partner. Use registered entity names for corporate partners, not trade names. List LPs in Schedule A with their capital commitment amount alongside their name.","Confirm the GP's entity type before drafting — a GP that is itself an LLC or corporation affects how fiduciary duties and personal liability flow through the structure.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the partnership purpose and term","Write a specific but sufficiently broad purpose clause that covers the intended investment or business activities. Set a defined term (e.g., 10 years with two 1-year extension options) or state that the partnership is formed for an indefinite period.","Real estate and private equity funds typically use a fixed 10-year term to align with investment horizons. Operating businesses more often use an indefinite term with dissolution-by-vote provisions.",{"step":352,"title":353,"description":354,"tip":355},3,"Complete the capital contributions schedule","Fill in each partner's initial capital commitment, the call schedule or closing date, and the default consequences if a capital call is missed. Attach this as Schedule A so it can be amended when new partners are admitted without restating the entire agreement.","Express LP commitments as a total commitment amount with an initial funded percentage — this is standard fund practice and preserves flexibility for follow-on capital calls.",{"step":357,"title":358,"description":359,"tip":360},4,"Draft the profit and loss allocation waterfall","Specify each partner's percentage allocation of net profits and net losses, the preferred return rate for LPs, and the carried interest percentage for the GP. Confirm that the allocations satisfy the substantial economic effect test under IRC §704(b).","Engage a tax attorney or CPA to review the allocation provisions before execution — a non-compliant allocation clause can trigger IRS reallocation and unexpected tax bills for every partner.",{"step":362,"title":363,"description":364,"tip":365},5,"Set GP authority and reserved LP consent rights","Grant the GP broad management authority, then list the specific actions that require LP approval — typically a majority-in-interest vote. Common reserved actions include selling all partnership assets, admitting or removing a GP, amending the agreement, and calling capital beyond the committed amount.","A short, specific list of LP consent rights is more protective than a vague standard. Courts enforce explicit lists; they struggle to define 'material decisions' without one.",{"step":367,"title":368,"description":369,"tip":370},6,"Configure the distribution waterfall","Define the order and priority of cash distributions: first return of LP capital, then preferred return, then carried interest split. Decide whether to include a GP catch-up provision and whether a clawback applies to the entire fund life or on a deal-by-deal basis.","Fund-level clawbacks are more LP-friendly than deal-by-deal clawbacks — disclose which approach you are using early in LP negotiations to avoid renegotiation at closing.",{"step":372,"title":373,"description":374,"tip":375},7,"Add transfer restrictions and admission procedures","Specify that LP interest transfers require GP written consent, include a right-of-first-refusal in favor of existing partners, and describe the joinder agreement process for new partners. For securities-law compliance, add accredited investor or suitability requirements in Schedule C.","If LP interests were issued under SEC Regulation D, include a six-month transfer lock-up and a legend on any certificated interests to preserve the exemption.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute the agreement before any capital is received","All general and limited partners must sign the agreement — and any required state LP registration must be filed — before capital contributions are accepted. Retroactive execution after capital has been received creates securities and tax risks.","In Delaware and most other states, file the Certificate of Limited Partnership with the Secretary of State before or simultaneously with execution. The LP does not legally exist until state filing is complete.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Accepting capital before the agreement is signed and the LP is registered","Operating as an unregistered LP exposes the GP to personal liability for all partnership debts and may constitute an unregistered securities offering, triggering SEC or state enforcement action.","File the Certificate of Limited Partnership with the appropriate state authority and execute the agreement before accepting any capital contributions from LPs.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting a clawback clause from the carried interest provisions","Without a clawback, a GP can retain early carried interest distributions even if the fund ultimately underperforms, leaving LPs with a shortfall they have no contractual right to recover.","Add a fund-level clawback requiring the GP to return excess carried interest at fund termination, calculated against total LP capital returned and the agreed preferred return.",{"mistake":391,"why_it_matters":392,"fix":393},"Granting LPs voting rights over routine operational decisions","LP participation in day-to-day management control can pierce the limited liability shield under the control rule in most LP statutes, exposing LPs to unlimited personal liability for partnership debts.","Limit LP voting rights to a specific list of major decisions — GP removal, agreement amendment, early dissolution — and exclude all routine operational matters from LP consent requirements.",{"mistake":395,"why_it_matters":396,"fix":397},"Using a capital account structure that fails the substantial economic effect test","Non-compliant capital accounts under IRC §704(b) cause the IRS to disregard the agreed allocations and reallocate profits and losses according to partners' overall economic interests, often producing unintended tax outcomes.","Have a tax attorney or partnership CPA confirm that capital accounts are maintained under the liquidating distribution method and that allocations have substantial economic effect before the agreement is executed.",{"mistake":399,"why_it_matters":400,"fix":401},"No GP succession mechanism on withdrawal or insolvency","Most LP statutes require dissolution of the partnership upon withdrawal or insolvency of the sole GP unless the agreement provides a replacement mechanism, forcing a mandatory liquidation at potentially unfavorable prices.","Include a clause permitting a majority-in-interest of LPs to designate a successor GP within 90 days of a GP dissolution event, suspending the dissolution requirement during that window.",{"mistake":403,"why_it_matters":404,"fix":405},"Transferring LP interests without a securities law suitability screen","LP interests are securities in most jurisdictions. Admitting an ineligible investor — for example, a non-accredited investor in a Reg D offering — can void the private placement exemption, triggering rescission rights for all investors and regulatory penalties.","Require GP written consent for all transfers, include accredited investor verification as a condition of admission, and attach a suitability questionnaire as Schedule C to the agreement.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is a limited partnership agreement?","A limited partnership agreement is a binding contract between one or more general partners and one or more limited partners that defines the structure, governance, economics, and dissolution terms of the limited partnership. It determines who manages the business (the GP), who provides passive capital (the LPs), how profits and losses are allocated, and what happens when the partnership ends. The agreement supplements — and in many jurisdictions controls over — the default rules of the applicable LP statute.\n",{"question":411,"answer":412},"What is the difference between a general partner and a limited partner?","A general partner manages the partnership and bears unlimited personal liability for all partnership debts and obligations. A limited partner is a passive investor whose liability is capped at the amount of their capital contribution, provided they do not participate in managing the business. Most LP structures use an LLC or corporation as the GP to limit the managing party's personal exposure while preserving LP liability protection.\n",{"question":414,"answer":415},"Do I need to file anything with the state to form a limited partnership?","Yes. In the United States, Canada, the UK, and most other jurisdictions, a limited partnership is only formed — and the LP liability shield only applies — after a Certificate of Limited Partnership (or equivalent filing) has been accepted by the relevant state or provincial authority. Without this filing, partners may be treated as general partners with unlimited personal liability. Delaware, Wyoming, and the Cayman Islands are commonly used formation jurisdictions for funds and investment vehicles.\n",{"question":417,"answer":418},"What is carried interest and how is it typically structured?","Carried interest is the GP's share of profits above a defined return threshold — typically 20% of net profits after LPs have received an 8% preferred return on invested capital. It is the primary performance incentive for fund managers and is treated as long-term capital gain for tax purposes in the US when the holding period requirements of IRC §1061 are met. The agreement should specify whether carried interest is calculated on a fund level or deal by deal, and whether a GP catch-up applies before the 80/20 split begins.\n",{"question":420,"answer":421},"How is a limited partnership taxed?","A limited partnership is typically treated as a pass-through entity for US federal income tax purposes — the partnership pays no entity-level tax, and each partner reports their allocated share of profits, losses, and credits on their individual or corporate tax return. Allocations must comply with IRC §704(b) to be respected by the IRS. Partners should also be aware of self-employment tax exposure for GPs, UBTI implications for tax-exempt LP investors, and PFIC or ECI issues for foreign LPs.\n",{"question":423,"answer":424},"Can a limited partner lose more than their initial investment?","Generally no — a limited partner's liability is capped at their capital contribution under LP statutes in virtually every jurisdiction, provided the LP does not participate in management control of the partnership. However, LPs can lose their full investment if the partnership generates losses exceeding their capital account. Some agreements also include capital call obligations that can require LPs to fund additional amounts up to their total committed capital, which must also be at risk.\n",{"question":426,"answer":427},"What happens if the general partner wants to withdraw from the partnership?","The consequences of GP withdrawal depend on the agreement and applicable state law. In most jurisdictions, withdrawal of the sole GP triggers a dissolution event unless the agreement provides a mechanism for LPs to designate a successor GP within a specified window — typically 90 to 180 days. A well-drafted agreement will include this succession mechanism, a removal-for-cause provision allowing LPs to remove a GP by majority-in-interest vote, and a process for replacing the GP without triggering automatic dissolution.\n",{"question":429,"answer":430},"Is a limited partnership agreement different from an LLC operating agreement?","Yes. An LLC operating agreement governs a limited liability company, where all members can typically participate in management without losing liability protection. A limited partnership agreement governs an LP structure, where liability protection for limited partners is contingent on their not participating in management. LPs are the preferred vehicle for funds and investment structures because carried interest tax treatment, clawback mechanics, and investor protections are well-developed under LP law and practice. LLCs are often preferred for operating businesses.\n",{"question":432,"answer":433},"Do I need a lawyer to draft a limited partnership agreement?","For most fund, real estate, or multi-investor LP structures, a lawyer review is strongly recommended. The tax allocation rules under IRC §704(b), securities law compliance for LP interest issuances, and the interplay between the agreement and the applicable state LP statute are all areas where errors have serious financial consequences. A high-quality template is a sound starting point that reduces drafting time and cost, but a 1–3 hour attorney review is appropriate for any LP with more than two partners or capital commitments above $100K.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Real estate","industry-real-estate","Syndication structures use LP agreements to separate passive investor capital from GP acquisition and management authority, with preferred returns tied to property cash flow and sale proceeds.",{"industry":440,"icon_asset_id":441,"specifics":442},"Private equity and venture capital","industry-fintech","Fund-of-funds, buyout, and venture vehicles are almost universally structured as LPs, with 10-year terms, 2-and-20 fee structures, capital call facilities, and ILPA-standard LP reporting obligations.",{"industry":444,"icon_asset_id":445,"specifics":446},"Oil and gas","industry-manufacturing","Working interest partnerships use LP agreements to allocate drilling costs, production revenues, and depletion deductions among operators (GPs) and passive investors (LPs) with specific intangible drilling cost passthrough provisions.",{"industry":448,"icon_asset_id":449,"specifics":450},"Professional services","industry-professional-services","Law firms and accounting practices in some jurisdictions use limited partnership structures to separate equity partners (GPs) from income or non-equity partners (LPs), allocating lockstep or merit-based profit shares.",[452,455,458,461],{"vs":230,"vs_template_id":453,"summary":454},"partnership-agreement-D1011","A general partnership agreement governs a structure where all partners share management authority and bear unlimited personal liability for partnership debts. A limited partnership agreement separates passive investors (LPs, with capped liability) from managing partners (GPs, with unlimited liability). Use a general partnership for small, equally-managed businesses; use an LP when you need to bring in passive capital investors who want liability protection.",{"vs":87,"vs_template_id":456,"summary":457},"llc-operating-agreement-D1005","An LLC operating agreement governs a limited liability company, where all members can participate in management without losing their liability protection. A limited partnership agreement requires LPs to remain passive to preserve the liability shield. LLCs are generally preferred for operating businesses; LPs are the dominant structure for investment funds, real estate syndications, and vehicles where carried interest tax treatment is important.",{"vs":103,"vs_template_id":459,"summary":460},"joint-venture-agreement-D170","A joint venture agreement governs a project-specific collaboration between two or more parties that does not create a permanent entity. A limited partnership agreement creates a formal registered legal entity with its own tax identity, capital accounts, and ongoing governance obligations. Use a joint venture for a defined, time-limited project between existing businesses; use an LP when you need a formal capital-raising and investment vehicle with a longer operating horizon.",{"vs":117,"vs_template_id":462,"summary":463},"investment-agreement-D1012","An investment agreement documents a direct investment by one party into a company — typically equity or debt — without creating a new entity or ongoing partnership governance structure. A limited partnership agreement creates a new registered entity with its own profit allocation, management, and dissolution rules. Use an investment agreement for a simple capital injection; use an LP agreement when the structure requires ongoing management authority separation, multiple investors, and pass-through tax treatment.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Two-party LP structures with a single GP and one or two LPs, straightforward profit splits, and no public capital raise","Free","1–2 hours",{"best_for":470,"cost":471,"time":472},"LPs with three or more investors, real estate syndications, or any structure involving a carried interest waterfall and preferred return","$500–$1,500","3–7 days",{"best_for":474,"cost":475,"time":476},"Private equity or venture funds, multi-jurisdictional LP structures, Regulation D offerings, or LPs with institutional investors requiring ILPA-standard terms","$5,000–$25,000+","3–8 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","Limited partnerships are formed at the state level by filing a Certificate of Limited Partnership with the Secretary of State. Delaware is the most commonly chosen formation state for funds and investment vehicles because of its well-developed LP Act and Court of Chancery. LP interests are securities under federal and state law — most private LP offerings rely on the SEC Regulation D Rule 506(b) or 506(c) exemption, which limits the number of non-accredited investors or requires general solicitation restrictions. Federal tax treatment is governed by IRC Subchapter K, and allocations must satisfy the substantial economic effect test under §704(b) to be respected.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Limited partnerships in Canada are formed under provincial legislation — the most commonly used is the Ontario Limited Partnerships Act or the Alberta Partnership Act. A Declaration of Limited Partnership must be filed in the relevant province. LP interests are securities regulated by provincial securities commissions; most private LP offerings rely on the accredited investor or minimum amount exemptions under National Instrument 45-106. Quebec civil law governs LPs formed in that province differently from common-law provinces, and French-language documentation may be required for provincially regulated activities.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","UK limited partnerships are registered with Companies House under the Limited Partnerships Act 1907, which is supplemented by the Partnership Act 1890. The UK also has a separate Qualifying Limited Partnership (QLP) regime for fund structures under the Investment Funds regime. LP interests in fund contexts are subject to FCA regulation under FSMA 2000 and the Alternative Investment Fund Managers Directive (AIFMD) as retained in UK law post-Brexit. The Scottish Limited Partnership (SLP) is a separate legal entity distinct from English LPs and is commonly used in fund-of-funds structures.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","LP equivalents vary significantly across EU member states — France uses the Société en commandite simple (SCS), Germany the Kommanditgesellschaft (KG), and Luxembourg the Société en commandite spéciale (SCSp), which is widely used for alternative investment funds across the EU. The EU AIFMD imposes registration, disclosure, and regulatory capital requirements on managers of LP fund structures marketed to EU investors, regardless of where the fund is domiciled. GDPR applies to personal data of LP investors processed in connection with the partnership, including KYC and investor reporting data.",[231,234,248,251,499,500,501,502,503,504,505,506],"non-disclosure-agreement-nda-D12692","adhesion-to-the-unanimous-shareholder-agreement-D848","subscription-agreement-D12537","term-sheet-D473","buy-sell-agreement-D12611","promissory-note-D434","board-resolution-D78","congratulations-on-formation-of-a-new-company-D1295",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":96,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"partnerships-and-joint-ventures","agreement","general","all-stages",[514,515,516,517,518],"partnership","legal","contract","governance","limited-partnership",0.95,"\u003Ch2>What is a Limited Partnership Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Limited Partnership Agreement\u003C/strong> is a legally binding contract between one or more \u003Cstrong>general partners\u003C/strong> (GPs) and one or more \u003Cstrong>limited partners\u003C/strong> (LPs) that establishes the governance, economics, and operational rules of a limited partnership. The agreement defines who manages the partnership and bears unlimited liability (the GP), who provides passive capital with liability capped at their contribution (the LPs), how profits and losses are allocated among all partners, when and how distributions are made, and what triggers dissolution and winding up. Unlike a general partnership, the limited partnership structure intentionally separates management control from investment capital — making it the preferred vehicle for real estate syndications, private equity funds, venture capital structures, and family investment vehicles where passive investors require formal liability protection without day-to-day governance obligations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed limited partnership agreement in place before capital is received, the partnership's economic terms, the GP's authority, and the LP liability shield all rest on uncertain statutory defaults — which rarely reflect the parties' intentions and are almost always less favorable to the GP. A missing or deficient agreement leaves profit allocations open to IRS challenge under IRC §704(b), exposes LPs to potential management liability claims if their rights are not carefully bounded, and provides no mechanism to replace a withdrawing GP without triggering mandatory dissolution. In a fund context, issuing LP interests without a governing agreement that meets securities law requirements can void the private placement exemption, creating rescission liability across the entire investor base. This template gives you a professionally structured starting point that covers every material provision — capital accounts, the distribution waterfall, carried interest, transfer restrictions, and succession — so that your partnership is legally formed, tax-compliant, and investor-ready from day one.\u003C/p>\n",1781185909223]