[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-limited-partnership-agreement-D891":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":23,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":174,"customdescription":23,"mdFm":175,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"LIMITED PARTNERSHIP AGREEMENT OF [PARTNERSHIP NAME] THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE [SECURITIES ACT OF 1933 OR OTHER ACT], AS AMENDED. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNERS OF THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR UPON THE SUBMISSION TO THE GENERAL PARTNERS OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE GENERAL PARTNERS TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE [SECURITIES ACT OF 1933 OR OTHER ACT], AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. This document evidences the following agreement and certificate of limited partnership entered into and to be effective on the date it is filed with the Secretary of State in [STATE], by and between [NAME], as general partner (\"General Partner\") and each of the individuals whose names are set forth on Exhibit \"A\" attached to this Agreement as limited partners (\"Limited Partners\"). 1. FORMATION 1.1 The parties hereby form a Limited Partnership (Partnership) under and pursuant to the [STATE/PROVINCE OR COUNTRY] Revised Limited Partnership Act, [Article of [code] of the [State/Province] of [STATE/PROVINCE]. 1.2 This Certificate of Limited Partnership shall be filed with the Secretary of [State/Province] of [STATE/PROVINCE], and thereafter the partners shall execute and cause to be filed and otherwise published such original or amended certificates evidencing the formation and operation of this Limited Partnership as may be required under the laws of the [State/Province] of [STATE/PROVINCE] and of any other states where the Partnership shall determine to do business. 1.3 The General Partner is hereby authorized and empowered by all the Limited Partners to prepare, file, and publish either the original or any amended or modified Certificates of Limited Partnership as may be necessary or desirable and each Limited Partner specifically designates and appoints the General Partner, for and on his or her behalf, as his or her attorney for the exclusive purposes of signing and attesting to such original or amended Certificates of Limited Partnership. 1.4 The purpose of the Partnership shall be as follows: to buy, manage and sell, as appropriate, all real property, including improvements and personal property located thereon, known as the [name or description of property], more particularly described in Exhibit \"B.\" [Add, if appropriate] Further, the Partnership shall engage in the [alteration and repair of the improvement, and personal property located in the subject real property.] 2. NAMES AND PLACE OF BUSINESS 2.1 The name of the Limited Partnership shall be [NAME]. 2.2 The business of the Partnership shall be conducted under that name and under such variations of the name as may be necessary to comply with the laws of other [States/Provinces] within which the Partnership may do business or make investments. 2.3 The General Partner shall promptly execute and duly file, with the proper offices in each state in which the Partnership may conduct the activities authorized in this Agreement, one or more certificates as required by the Fictitious Name or Assumed Name Act or similar statute in effect as to each such state in which such activities are so conducted. 2.4 The principal place of business shall be located at [address] and additional places of business may be located elsewhere. 2.5. The name and address of the General Partner of the Partnership are: [Name] [Address] 2.6 There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership. 2.7 The names and addresses or places of residence of the Limited Partners of this Partnership are set forth in Exhibit \"A\" attached to this Agreement and by this reference made a part of this agreement. There are no other Limited Partners to the Partnership other than those listed in the attached Exhibit \"A.\" 3. TERM OF PARTNERSHIP 3.1 The Partnership shall commence as of the date of this Agreement and shall continue in existence until [YEAR], unless it is sooner terminated, liquidated, or dissolved as provided below. 4. CONTRIBUTIONS OF CAPITAL 4.1 The capital to be contributed initially to the Partnership by the General Partner and all the Limited Partners shall be cash. 4.2 The initial capital to be contributed by each Partner, General and Limited, shall be the sum set opposite his or her name in the attached Exhibit \"A.\" 4.3 Each partner shall be personally liable to the Partnership for the full amount of his or her initial capital contribution. 4.4 The Limited Partners shall be required to make additional capital contributions to the Partnership, on written request by the General Partner, the Partner's pro rata share (the ownership percentage set opposite the name of each Limited and General Partner in Exhibit \"A\") of all costs, expenses, or charges with respect to the operation of the Partnership. [add, if appropriate] and the ownership operation, maintenance, and upkeep of any Partnership property including but not limited to ad valorem taxes, debt amortization (including interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expenses, or charges exceed the income, if any, derived from the Partnership and the proceeds of any loans made to the Partnership. a. If any Partner fails or refuses to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the General Partner shall be authorized to declare forfeited Partner's capital account and ownership interest as liquidated damages for the failure. 5. PROFITS AND LOSSES 5.1 The amount of net profits and net losses of the Partnership to be allocated to and charged against each Partner shall be determined by the percentage set opposite his or her name in Exhibit \"A.\" 5.2 The term \"profits\" is hereby defined to mean income or gain of whatsoever kind actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. 5.3 The term \"losses\" is hereby defined to mean any deduction, expenditure, or charge actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. 5.4 Cash, when available, may be distributed by the General Partner to all Partners in the same ratio as profits and losses are shared. a. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or losses of the Partnership from operations; provided, that no cash distributions shall be made that will impair the ability of the Partnership to pay its just debts as they mature. b. The General Partner shall determine when, if ever, cash distributions shall be made to the Partners, pursuant to the provisions and the tenor of this Agreement. c. There shall be no obligation to return to the General Partner or the Limited Partners, or to any one of them, any part of their capital contributed to the Partnership, for so long as the Partnership continues in existence. d. No General or Limited Partner shall be entitled to any priority or preference over any other Partner as to cash distributions. e. No interest shall be paid to any Partner on the initial contributions to the capital of the Partnership or on any subsequent contributions of capital. 6. OWNERSHIP OF PARTNERSHIP PROPERTY 6",null,"Limited Partnership Agreement","13",80,"doc","https://templates.business-in-a-box.com/imgs/1000px/limited-partnership-agreement-D891.png","https://templates.business-in-a-box.com/imgs/250px/891.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#891.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"limited partnership agreement","Limited Partnership Agreement Template","https://templates.business-in-a-box.com/imgs/400px/891.png","\u003Ch4>Establishing Clear Roles with a Limited Partnership Agreement\u003C/h4>\n\u003Cp>A Limited Partnership Agreement is essential for establishing clear roles, responsibilities, and expectations among partners in a limited partnership. This document outlines the partnership's operational guidelines, ensuring transparency and protecting the interests of all parties involved.\u003C/p>\n\u003Cp>The Limited Partnership Agreement serves as a regulatory framework that defines the terms of the partnership, including profit-sharing, management structure, and decision-making authority. By specifying the rights and obligations of both general and limited partners, the agreement helps minimize misunderstandings and ensures smooth operations.\u003C/p>\n\u003Ch5>What is a Limited Partnership Agreement?\u003C/h5>\n\u003Cp>A Limited Partnership Agreement is a legally binding document that outlines the terms and conditions of a limited partnership. It defines the roles and responsibilities of the general and limited partners, including their contributions, profit shares, and involvement in management, to provide a clear structure for the partnership.\u003C/p>\n\u003Ch5>Key Elements of a Limited Partnership Agreement\u003C/h5>\n\u003Cp>A comprehensive Limited Partnership Agreement should effectively address:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Partnership Structure and Purpose\u003C/strong> - Specifies the purpose of the partnership and defines the roles and hierarchy of general and limited partners.\u003C/li>\n\u003Cli>\u003Cstrong>Capital Contributions\u003C/strong> - Details the amount and type of capital contributed by each partner and how additional contributions will be handled.\u003C/li>\n\u003Cli>\u003Cstrong>Profit and Loss Distribution\u003C/strong> - Outlines the formula for dividing profits and losses among the partners based on their agreed shares.\u003C/li>\n\u003Cli>\u003Cstrong>Management and Decision-Making\u003C/strong> - Defines the authority and responsibilities of the general partner(s) in managing the partnership, including decision-making protocols.\u003C/li>\n\u003Cli>\u003Cstrong>Withdrawal and Termination\u003C/strong> - Specifies the procedures for a partner’s withdrawal and the conditions for terminating the partnership.\u003C/li>\n\u003Cli>\u003Cstrong>Dispute Resolution\u003C/strong> - Establishes mechanisms for resolving disputes among partners, including mediation and arbitration processes.\u003C/li>\n\u003C/ul>\n\u003Ch5>Supporting Documents for Implementing a Limited Partnership Agreement\u003C/h5>\n\u003Cp>To enhance the effectiveness of a Limited Partnership Agreement, related documents can be incorporated:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/operating-agreement-D12798/\">Operating Agreement\u003C/a>\u003C/strong> - Details the daily operations and management procedures for the partnership, providing additional clarity on governance.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/profit-%26-loss-statement-D11895/\">Profit and Loss Statements\u003C/a>\u003C/strong> - Offers regular financial statements to ensure transparent tracking of profits and losses for all partners.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/buy-sell-agreement-D12611/\">Buy-Sell Agreement\u003C/a>\u003C/strong> - Defines the procedures for buying out a partner's share in the partnership, ensuring smooth transitions in ownership.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Employ a Detailed Template for a Limited Partnership Agreement?\u003C/h5>\n\u003Cp>Utilizing a detailed template for drafting your Limited Partnership Agreement offers significant benefits:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Legal Protection\u003C/strong> - Clearly defines the terms and conditions, reducing the risk of disputes and legal issues.\u003C/li>\n\u003Cli>\u003Cstrong>Role Clarity\u003C/strong> - Ensures each partner understands their role, contributions and shares in the partnership.\u003C/li>\n\u003Cli>\u003Cstrong>Risk Mitigation\u003C/strong> - Specifies responsibilities and procedures, protecting against potential conflicts and financial risks.\u003C/li>\n\u003Cli>\u003Cstrong>Operational Efficiency\u003C/strong> - Streamlines the partnership's management structure, enabling smoother decision-making.\u003C/li>\n\u003C/ul>\n\u003Cp>A well-structured Limited Partnership Agreement is crucial for establishing a clear governance framework and protecting the interests of all partners. This essential document not only defines the terms of the partnership but also helps in managing and mitigating potential risks effectively.\u003C/p>\n\u003Cp>Updated in May 2024\u003C/p>\n",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[35,39,43,47,51,55,59,63,67,71,75,79,83,98,112,127,142,159],{"label":36,"url":37,"thumb":38,"extension":10},"Limited Partnership Agreement 2","/template/limited-partnership-agreement-2-D1009","https://templates.business-in-a-box.com/imgs/250px/1009.png",{"label":40,"url":41,"thumb":42,"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":44,"url":45,"thumb":46,"extension":10},"Offering Memorandum Limited Partnership","/template/offering-memorandum-limited-partnership-D1012","https://templates.business-in-a-box.com/imgs/250px/1012.png",{"label":48,"url":49,"thumb":50,"extension":10},"Partnership Agreement","/template/partnership-agreement-D12551","https://templates.business-in-a-box.com/imgs/250px/12551.png",{"label":52,"url":53,"thumb":54,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":56,"url":57,"thumb":58,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"label":60,"url":61,"thumb":62,"extension":10},"Partnership Buyout Agreement","/template/partnership-buyout-agreement-D12708","https://templates.business-in-a-box.com/imgs/250px/12708.png",{"label":64,"url":65,"thumb":66,"extension":10},"MOU Strategic Partnership Agreement","/template/mou-strategic-partnership-agreement-D12872","https://templates.business-in-a-box.com/imgs/250px/12872.png",{"label":68,"url":69,"thumb":70,"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":72,"url":73,"thumb":74,"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":76,"url":77,"thumb":78,"extension":10},"Partnership Dissolution Agreement","/template/partnership-dissolution-agreement-D901","https://templates.business-in-a-box.com/imgs/250px/901.png",{"label":80,"url":81,"thumb":82,"extension":10},"Restaurant Partnership Agreement","/template/restaurant-partnership-agreement-D14050","https://templates.business-in-a-box.com/imgs/250px/14050.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":97},"OPERATING AGREEMENT This 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],. 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 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 evidence 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, evidence 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","Operating Agreement","21",513,"https://templates.business-in-a-box.com/imgs/1000px/operating-agreement-D12798.png","https://templates.business-in-a-box.com/imgs/250px/12798.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12798.xml",{"title":92,"description":6},"operating agreement",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":17,"url":95},"/template/operating-agreement-D12798",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":107,"keywords":110,"url":111},"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},[108,109],{"label":17,"url":95},{"label":17,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":87,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":126},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR 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 SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR 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 present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":120,"description":6},"shareholders agreement",[122,123],{"label":17,"url":95},{"label":124,"url":125},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":87,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":136,"keywords":135,"url":141},"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","3","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":135,"description":6},"non disclosure agreement nda",[137,138],{"label":17,"url":95},{"label":139,"url":140},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":87,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":158},"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":150,"description":6},"subscription agreement",[152,155],{"label":153,"url":154},"Finance & Accounting","finance-accounting",{"label":156,"url":157},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":160,"descriptionCustom":6,"label":161,"pages":130,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":172,"url":173},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[168,169],{"label":153,"url":154},{"label":170,"url":171},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",true,{"seo":176,"reviewer":187,"legal_disclaimer":174,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":287,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":448,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":507,"classification":508},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180,"family":179,"is_canonical":174},"Limited Partnership Agreement Template | BIB","Free limited partnership agreement template covering GP/LP roles, capital contributions, profit sharing, management rights, and dissolution.","limited partnership agreement template",[20,181,182,183,184,185,186],"limited partnership agreement template free","limited partnership agreement word","lp agreement template","general partner limited partner agreement","limited partnership contract","lp agreement free download",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":174,"signature_required":174,"notarization_required":193},"advanced",false,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Limited Partnership Agreement is a legally binding contract between one or more general partners (GPs) and one or more limited partners (LPs) that governs the formation, operation, capital structure, profit distribution, and dissolution of a limited partnership entity. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF for signing by all partners.\n","Use it when forming a limited partnership to raise investment capital, structure a real estate venture, launch a private equity or venture fund, or bring on passive investors while retaining management control as the general partner.\n","Partnership formation details, GP and LP roles and obligations, capital contribution schedules, profit and loss allocation, distribution waterfall, voting rights, transfer restrictions, management authority, admission of new partners, and dissolution and winding-up procedures.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Real estate investors","Structuring a property acquisition fund with passive LP capital","persona-real-estate-investor",{"title":204,"use_case":205,"icon_asset_id":206},"Private equity and fund managers","Formalizing GP/LP economics and carried interest for a new fund","persona-fund-manager",{"title":208,"use_case":209,"icon_asset_id":210},"Startup founders","Creating an investment vehicle to pool angel or family capital","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Admitting a passive investor while retaining full operational control","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Family offices","Consolidating family wealth into a single LP structure for tax efficiency","persona-family-office",{"title":220,"use_case":221,"icon_asset_id":222},"Entertainment and film producers","Raising production capital from passive investors under a defined waterfall","persona-entertainment-producer",[224,228,232,236,240,244,247],{"situation":225,"recommended_template":226,"slug":227},"Two or more active business partners with equal management rights","General Partnership Agreement","partnership-agreement-D12551",{"situation":229,"recommended_template":230,"slug":231},"Single-purpose real estate acquisition with passive investors","Real Estate Limited Partnership Agreement","active-real-estate-partnership-agreement-D13216",{"situation":233,"recommended_template":234,"slug":235},"Venture capital or private equity fund formation","Investment Fund LP Agreement","investment-agreement-D12831",{"situation":237,"recommended_template":238,"slug":239},"Family wealth consolidation with estate-planning objectives","Family Limited Partnership Agreement","limited-partnership-agreement-D891",{"situation":241,"recommended_template":242,"slug":243},"Two members seeking LLC protections rather than LP structure","Operating Agreement (LLC)","llc-operating-agreement-D5209",{"situation":245,"recommended_template":100,"slug":246},"Short-term joint project without ongoing entity formation","joint-venture-agreement-D889",{"situation":248,"recommended_template":249,"slug":227},"LP interest transfer to an existing partner or third party","Partnership Interest Transfer Agreement",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"General Partner (GP)","The partner who manages day-to-day operations of the limited partnership and bears unlimited personal liability for partnership debts and obligations.",{"term":255,"definition":256},"Limited Partner (LP)","A passive investor whose liability is capped at the amount of their capital contribution, provided they do not participate in management.",{"term":258,"definition":259},"Capital Contribution","The cash, property, or services each partner contributes to the partnership in exchange for their partnership interest.",{"term":261,"definition":262},"Distribution Waterfall","The contractually specified order in which partnership cash flows are distributed — typically returning LP capital first, then preferred return, then carried interest to the GP.",{"term":264,"definition":265},"Carried Interest","The GP's share of profits above a defined return threshold — commonly 20% — earned as compensation for managing the partnership.",{"term":267,"definition":268},"Preferred Return","A minimum annual return — typically 6–8% — that LPs are entitled to receive before the GP participates in profit sharing.",{"term":270,"definition":271},"Capital Account","An individual ledger for each partner tracking their contributions, allocated profits and losses, and distributions received over the life of the partnership.",{"term":273,"definition":274},"Clawback Provision","A clause requiring the GP to return previously received carried interest if total fund performance falls below the agreed return threshold at final liquidation.",{"term":276,"definition":277},"Transfer Restrictions","Contractual limits on a partner's ability to sell, assign, or pledge their partnership interest without GP consent or a right-of-first-refusal process.",{"term":279,"definition":280},"Dissolution","The formal winding-up of the limited partnership, triggered by a specified end date, unanimous vote, or a disqualifying event affecting the general partner.",{"term":282,"definition":283},"Pro Rata","Allocation or distribution proportional to each partner's ownership percentage or capital account balance.",{"term":285,"definition":286},"Substitute Limited Partner","A transferee of an LP interest who has been formally admitted to the partnership with full LP rights, as distinguished from a mere assignee who receives economic rights only.",[288,293,298,303,308,312,317,322,327,332],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Formation, Name, and Registered Agent","Establishes the partnership as a legal entity, states its full name, principal place of business, registered agent, and the jurisdiction of formation.","[PARTNERSHIP NAME], a limited partnership formed under the laws of the State of [STATE], is hereby organized. The registered agent is [AGENT NAME] at [ADDRESS]. The principal place of business is [ADDRESS].","Using an unregistered trade name instead of the legally filed partnership name. If the name on the agreement doesn't match the state filing, third-party contracts and bank accounts become difficult to enforce.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Partners, Roles, and Capital Contributions","Lists every general and limited partner by legal name, designates their GP or LP status, and specifies each partner's initial capital contribution amount, form, and due date.","General Partner: [GP LEGAL NAME], Capital Contribution: $[AMOUNT]. Limited Partners: [LP 1 NAME], Capital Contribution: $[AMOUNT], due [DATE]; [LP 2 NAME], Capital Contribution: $[AMOUNT], due [DATE].","Describing contributions as 'services to be rendered' without assigning a dollar value. Unvalued service contributions create ambiguous capital accounts and complicate tax reporting on Schedule K-1.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Partnership Term","States the duration of the partnership — either a fixed end date or an indefinite term — and the conditions under which the term may be extended.","The Partnership shall continue until [DATE], unless sooner dissolved pursuant to this Agreement or extended by unanimous written consent of all Partners.","Omitting a term provision entirely in open-ended investment partnerships. Without a defined term or extension mechanism, disagreements about when to exit underlying assets have no contractual resolution path.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Profit, Loss, and Tax Allocation","Specifies how net profits and losses are allocated among partners for both accounting and tax purposes — typically pro rata to capital account balances or by a defined waterfall.","Net profits and losses shall be allocated [X]% to the General Partner and [X]% to the Limited Partners pro rata to their respective capital contributions, subject to the distribution waterfall in Section [X].","Using identical allocation percentages for profits and losses without considering the tax consequences. Allocating 100% of early losses to LPs for tax deductions while reversing that allocation on profits triggers IRS substantial economic effect scrutiny.",{"name":261,"plain_english":309,"sample_language":310,"common_mistake":311},"Sets the priority order for distributing cash: return of capital to LPs, preferred return to LPs, catch-up to GP, then carried interest split.","Distributions shall be made in the following order: (1) return of LP capital contributions; (2) [X]% preferred return to LPs; (3) [X]% catch-up to GP until GP has received [Y]% of total distributions; (4) [GP CARRY]% to GP and [LP RESIDUAL]% to LPs pro rata.","Drafting a catch-up clause that inadvertently awards the GP more than their stated carry percentage. Model the waterfall mathematically before finalizing — errors here are the most common source of partner disputes in fund structures.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Management Authority and GP Powers","Grants the general partner exclusive authority to manage partnership operations and lists specific actions that require LP consent or a supermajority vote.","The General Partner shall have full authority to manage the business of the Partnership. The following actions require the prior written consent of LPs holding at least [X]% of LP interests: [LIST OF MAJOR DECISIONS].","Granting the GP unlimited authority with no major-decision consent rights for LPs. Courts in many jurisdictions will still protect LPs from GP self-dealing, but contractual consent rights are faster and cheaper to enforce than litigation.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Transfer Restrictions and Right of First Refusal","Prohibits partners from transferring their interest without GP approval and grants existing partners a right of first refusal before any interest is sold to a third party.","No Partner shall sell, assign, transfer, pledge, or encumber any partnership interest without the prior written consent of the General Partner. Before any transfer to a third party, the selling Partner shall offer the interest to existing Partners at the same price and terms.","Omitting a right-of-first-refusal period. Without a defined response window — typically 30 days — the clause is unworkable and a partner can claim the offer was constructively refused.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Admission of New Partners","Defines the process for admitting additional limited partners after formation, including consent requirements, minimum investment, and capital account treatment.","New Limited Partners may be admitted upon the written consent of the General Partner and LPs holding [X]% of LP interests, execution of a counterpart signature page, and payment of a capital contribution of not less than $[MINIMUM].","Allowing the GP to admit new partners unilaterally without LP consent. Diluting existing LP interests without their approval exposes the GP to breach-of-fiduciary-duty claims.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Dissolution, Winding Up, and Liquidation","Lists the triggering events for dissolution, names the liquidating trustee, and sets the order in which assets are distributed on wind-up — creditors first, then partners per the waterfall.","The Partnership shall dissolve upon: (a) expiration of the term; (b) unanimous written consent; (c) entry of a judicial dissolution order; or (d) removal or withdrawal of the General Partner without a replacement. Upon dissolution, assets shall be applied in the following order: [CREDITORS, THEN WATERFALL].","Not specifying what happens if the GP is the only partner triggering dissolution. Without a successor GP mechanism, the partnership may be forced into judicial dissolution — a costly and time-consuming process.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law and Dispute Resolution","States the jurisdiction whose partnership law governs the agreement and whether disputes go to arbitration, mediation, or court.","This Agreement is governed by the laws of the State of [STATE]. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except claims for injunctive relief, which may be brought in state or federal court in [COUNTY].","Selecting a governing state with no meaningful connection to where the partnership operates or where partners reside. Several states — Delaware and California in particular — have LP statutes that apply local rules regardless of the agreement's choice-of-law clause in some circumstances.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify all partners and confirm entity status","List every general partner and limited partner by their full legal name — use the registered name for any entity partner. Confirm each partner's tax ID (EIN or SSN) before finalizing, as it is needed for Schedule K-1 filings.","If a partner is contributing through a trust or LLC, use that entity's legal name and have the authorized signatory confirmed in writing before execution.",{"step":344,"title":345,"description":346,"tip":347},2,"File the certificate of limited partnership with your state","Most states require a Certificate of Limited Partnership to be filed with the Secretary of State before or concurrently with signing the agreement. The agreement alone does not create the LP entity.","Delaware LP formation fees are $200 and processing takes 1–2 business days — choose Delaware if your LPs expect institutional-grade governance, regardless of where you operate.",{"step":349,"title":350,"description":351,"tip":352},3,"Set capital contribution amounts and due dates","Enter each partner's contribution amount, the acceptable form (cash, property, or valued services), and the specific funding deadline. For multi-close funds, use a capital call schedule in an exhibit.","State the currency explicitly for any partner contributing from outside the US. Dollar amounts denominated in a foreign currency create ambiguity on exchange-rate fluctuations.",{"step":354,"title":355,"description":356,"tip":357},4,"Draft and model the distribution waterfall","Define the preferred return rate, the GP catch-up percentage, and the carried interest split. Build a simple spreadsheet model to confirm the waterfall math before inserting the final language.","A 2×2 sensitivity table — varying IRR and hold period — will reveal whether your catch-up clause accidentally over-allocates to the GP in short-hold scenarios.",{"step":359,"title":360,"description":361,"tip":362},5,"Define GP authority and LP consent thresholds","List all major decisions that require LP consent and the required threshold — typically 50%, 66.7%, or 75% of LP interests. Standard major decisions include asset sales above a threshold, incurring debt above a cap, and GP removal.","Set the GP removal threshold at a level that is achievable in a genuine misconduct scenario — a 90% supermajority effectively makes removal impossible in a diversified LP base.",{"step":364,"title":365,"description":366,"tip":367},6,"Set transfer restrictions and the ROFR window","Prohibit transfers without GP consent and specify a right-of-first-refusal period — 30 days is standard. Include a carve-out for transfers to affiliates or estate-planning vehicles to avoid blocking routine tax planning.","Add a lock-up period of 12–24 months from closing during which no transfers are permitted, to prevent early exits that disrupt fund operations.",{"step":369,"title":370,"description":371,"tip":372},7,"Complete the dissolution and succession provisions","Name a successor GP mechanism — either a named individual or an LP vote process — to avoid mandatory dissolution if the GP withdraws or becomes incapacitated.","Include a key-person clause: if a named individual within the GP dies or becomes incapacitated, LPs should have the right to suspend capital calls and vote on a replacement.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before any capital is transferred","All partners must sign before any capital contributions are made. Post-contribution signatures raise enforceability questions on contribution obligations and transfer restrictions.","Use a counterpart signature block so partners in different locations can sign electronically — confirm your state accepts electronic signatures for LP agreements before proceeding.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Signing before filing the state certificate","An unfiled LP operates as a general partnership by default in most jurisdictions, exposing every partner — including intended LPs — to unlimited personal liability for partnership debts.","File the Certificate of Limited Partnership with the Secretary of State and obtain confirmation before executing the agreement or accepting any capital contributions.",{"mistake":384,"why_it_matters":385,"fix":386},"Drafting the distribution waterfall without modeling it","Errors in catch-up and carried-interest language are the most common cause of GP/LP disputes — small drafting ambiguities can shift hundreds of thousands of dollars between parties at exit.","Build a spreadsheet model of the waterfall under three scenarios (base, upside, downside) before finalizing the clause language, and have counsel review the math against the text.",{"mistake":388,"why_it_matters":389,"fix":390},"Giving the GP unlimited management authority","LPs retain no contractual protection against self-dealing, excessive fees, or related-party transactions if the agreement grants the GP unchecked authority.","Include a defined list of major decisions requiring LP consent — typically asset dispositions above a threshold, debt incurrence above a cap, and GP removal — with a clear voting threshold for each.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting a clawback provision in fund structures","Without a clawback, the GP can receive carried interest on early profitable exits and keep it even if the overall fund loses money — a structural unfairness that sophisticated LPs will reject.","Include a clawback clause requiring the GP to return excess carried interest at final liquidation, net of taxes already paid by the GP on those distributions.",{"mistake":396,"why_it_matters":397,"fix":398},"Using identical profit and loss allocation percentages without tax analysis","The IRS substantial economic effect rules under Treasury Regulations §1.704-1 require allocations to reflect genuine economic arrangements — mismatched allocations designed only for tax benefit can be reallocated by the IRS.","Have a tax advisor review the allocation structure before finalizing. Ensure capital account maintenance, liquidation-per-capital-accounts, and deficit restoration provisions are consistent with the chosen allocation method.",{"mistake":400,"why_it_matters":401,"fix":402},"No mechanism for replacing the general partner","If the GP dies, becomes incapacitated, or is removed for cause and no successor mechanism exists, the partnership is forced into judicial dissolution — a process that can take 12–24 months and consume significant value.","Include a named successor GP or an LP vote mechanism (e.g., 66.7% of LP interests) to appoint a replacement GP within 90 days of a vacancy, with capital calls suspended during the transition period.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a limited partnership agreement?","A limited partnership agreement is a legally binding contract between one or more general partners (GPs) and one or more limited partners (LPs) that governs the formation, management, profit sharing, and dissolution of a limited partnership. The GP manages operations and bears unlimited liability; LPs are passive investors whose liability is capped at their capital contribution. The agreement is the controlling document for all partner rights and obligations.\n",{"question":408,"answer":409},"What is the difference between a general partner and a limited partner?","A general partner manages the partnership's day-to-day operations and bears unlimited personal liability for partnership debts. A limited partner is a passive investor who contributes capital but takes no active management role — in exchange, their liability is limited to the amount they invested. If a limited partner participates in management decisions, they risk losing their liability protection in many jurisdictions.\n",{"question":411,"answer":412},"Is a limited partnership agreement required by law?","Most jurisdictions require filing a Certificate of Limited Partnership with the state or provincial authority to create the LP entity, but a written limited partnership agreement is not always legally mandated. However, operating without one is highly inadvisable — without a written agreement, the partnership is governed by default statutory rules that rarely match the parties' intentions, particularly on profit sharing, management authority, and dissolution.\n",{"question":414,"answer":415},"What is a distribution waterfall in a limited partnership?","A distribution waterfall is the contractual sequence in which the partnership distributes cash to partners. A typical private equity or real estate waterfall returns LP capital first, then pays a preferred return to LPs (often 6–8% per year), then a catch-up to the GP, and finally splits remaining profits between GP and LPs — commonly 20%/80% (carried interest). The specific structure is negotiated at formation and governs every distribution for the life of the fund.\n",{"question":417,"answer":418},"What is carried interest and how is it calculated?","Carried interest is the GP's share of partnership profits above a defined return threshold — typically 20% of profits after LPs have received their capital back plus a preferred return. It is calculated at the fund level over the entire investment period, not deal by deal. In the US, carried interest is taxed at long-term capital gains rates if the underlying assets are held more than three years, a treatment that has been the subject of ongoing legislative debate.\n",{"question":420,"answer":421},"How is a limited partnership different from an LLC?","Both structures offer pass-through taxation and limited liability for passive owners, but they differ in governance and liability exposure. An LLC has members who can all be active and protected by the liability shield. A limited partnership requires at least one GP with unlimited liability, making it most suitable for fund structures where the GP is itself a liability-shielded entity (e.g., an LLC or corporation). LLCs are generally simpler to form and manage for operating businesses.\n",{"question":423,"answer":424},"Can a limited partner lose more than their investment?","Generally no — limited liability is the core protection offered to LPs. However, an LP can lose that protection if they participate in the management of the partnership. In most US states, participating in management converts the LP into a general partner with unlimited liability. Modern LP statutes in Delaware and other states have narrowed this risk, but LPs should still avoid any direct management role.\n",{"question":426,"answer":427},"Do I need a lawyer to draft a limited partnership agreement?","For straightforward structures with a small number of sophisticated partners, a high-quality template is a sound starting point. Legal review is strongly recommended for fund structures raising capital from multiple investors, any arrangement involving carried interest and a waterfall, cross-border partnerships, or partnerships in regulated industries. A typical attorney review of a template runs $1,500–$3,000; a fully custom-drafted fund agreement can cost $10,000–$50,000 for institutional-grade documentation.\n",{"question":429,"answer":430},"What happens when a limited partnership dissolves?","Dissolution triggers a winding-up process: the partnership stops new business, liquidates assets, pays creditors in priority order, and then distributes remaining proceeds to partners per the waterfall. The GP (or a court-appointed liquidating trustee) manages this process. In most jurisdictions, a Certificate of Cancellation must be filed with the state after winding up to formally terminate the entity and extinguish ongoing filing and tax obligations.\n",[432,436,440,444],{"industry":433,"icon_asset_id":434,"specifics":435},"Real Estate","industry-real-estate","Single-asset or multi-asset acquisition funds with GP as operator and LPs as passive equity investors, with waterfalls tied to property-level IRR and equity multiple targets.",{"industry":437,"icon_asset_id":438,"specifics":439},"Private Equity and Venture Capital","industry-fintech","Closed-end fund structures with defined investment periods, management fee calculations, carried interest, clawback provisions, and key-person clauses governing the fund managers.",{"industry":441,"icon_asset_id":442,"specifics":443},"Entertainment and Film","industry-entertainment","Production company LPs where the GP controls creative decisions and LPs provide financing in exchange for defined profit participation after recoupment of production costs.",{"industry":445,"icon_asset_id":446,"specifics":447},"Energy and Natural Resources","industry-energy","Oil and gas working-interest partnerships where the GP operates the well or field and LPs share in revenue net of operating costs, with complex depletion and intangible drilling cost tax allocations.",[449,452,456,459],{"vs":226,"vs_template_id":450,"summary":451},"general-partnership-agreement-D892","A general partnership agreement governs a structure where all partners share management authority and bear unlimited personal liability. A limited partnership agreement separates management (GP) from passive investment (LP) and limits LP liability to their capital contribution. Choose a general partnership only when all partners are actively involved in operations and each accepts unlimited liability.",{"vs":453,"vs_template_id":454,"summary":455},"LLC Operating Agreement","operating-agreement-D12892","An LLC operating agreement governs a limited liability company where all members can be active and protected by the liability shield, with no requirement for a partner bearing unlimited liability. A limited partnership requires at least one GP with unlimited liability (typically itself an LLC or corporation). LLCs are generally simpler for operating businesses; LPs are preferred for investment fund structures.",{"vs":100,"vs_template_id":457,"summary":458},"joint-venture-agreement-D163","A joint venture agreement structures a short-term collaboration between parties for a specific project without creating a permanent entity or admitting passive investors. A limited partnership is a formal, registered entity designed for an ongoing investment or operating structure with defined GP/LP economics. Use a joint venture for a single project; use a limited partnership when you need a capital-raising vehicle with multiple passive investors.",{"vs":114,"vs_template_id":460,"summary":461},"shareholders-agreement-D12756","A shareholders agreement governs the relationship between equity owners in a corporation — a fundamentally different entity type with directors, officers, share classes, and corporate formalities. A limited partnership agreement governs partners in an LP structure, with pass-through taxation and no corporate formalities. Corporations are preferred when issuing stock options or planning a public offering; LPs are preferred for tax-efficient investment fund structures.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Two to four sophisticated partners forming a straightforward LP for a single real estate asset or small operating business","Free","2–4 hours",{"best_for":468,"cost":469,"time":470},"Fund structures with 5–15 LPs, carried interest waterfalls, or cross-state operations requiring jurisdiction-specific compliance","$1,500–$3,000","3–7 days",{"best_for":472,"cost":473,"time":474},"Institutional fund raises above $5M, multi-jurisdiction LPs, SEC-registered offerings, or complex carried interest and clawback structures","$10,000–$50,000+","3–8 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Limited partnerships are governed by state law — Delaware is the dominant choice for investment funds due to its flexible LP Act, well-developed case law, and Court of Chancery. Most states follow the Revised Uniform Limited Partnership Act (RULPA) or the 2001 Uniform Limited Partnership Act (ULPA). A Certificate of Limited Partnership must be filed in the formation state. GP liability is unlimited unless the GP is itself a liability-shielded entity such as an LLC. Federal tax treatment is pass-through by default under Subchapter K of the Internal Revenue Code.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Limited partnerships in Canada are governed by provincial legislation — the Ontario Limited Partnerships Act and the British Columbia Partnership Act are most commonly used for fund structures. A Declaration of Limited Partnership must be filed in the relevant province. Quebec civil law differs materially from common-law provincial rules. The LP's pass-through tax treatment flows to partners via T5013 slips rather than US-style K-1s. Non-resident LPs face Canadian withholding tax on certain distributions.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","UK limited partnerships are governed by the Limited Partnerships Act 1907, with significant amendments introduced by the Economic Crime and Corporate Transparency Act 2023 adding enhanced registration and transparency requirements. Scottish Limited Partnerships (SLPs) are a distinct legal entity with separate legal personality. UK fund managers using LP structures must comply with FCA authorisation requirements under AIFMD if managing alternative investment funds. Registration at Companies House is mandatory.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","There is no harmonised EU limited partnership form — each member state has its own equivalent structure. Luxembourg's SCSp (Special Limited Partnership) and the Netherlands' CV are the most commonly used vehicles for pan-European fund structures. The EU Alternative Investment Fund Managers Directive (AIFMD) imposes registration, disclosure, and capital requirements on fund managers regardless of the LP's formation jurisdiction. GDPR governs the processing of LP personal data, requiring a data processing addendum if the GP handles LP information.",[227,497,246,498,499,500,501,502,503,504,505,506],"operating-agreement-D12798","shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","subscription-agreement-D12537","term-sheet-D473","promissory-note-D434","buy-sell-agreement-D12611","certificate-of-corporate-resolution-D3","investment-policy-statement-D12883","partnership-dissolution-agreement-D901",{"emit_how_to":174,"emit_defined_term":174},{"primary_folder":95,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":518},"partnerships-and-joint-ventures","agreement","general","all-stages",[514,510,515,516,517],"partnership","legal","equity","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 general partners (GPs) and one or more limited partners (LPs) that establishes and governs a limited partnership entity. The agreement defines each party's role — the GP manages operations and bears unlimited personal liability, while LPs contribute capital and remain passive, their liability capped at the amount invested. Beyond roles, the agreement sets out capital contribution schedules, profit and loss allocations, the distribution waterfall, management authority, transfer restrictions, and the process for admitting new partners or dissolving the entity. Without this document, the partnership is governed by default statutory rules that almost never reflect what the parties actually negotiated.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Forming a limited partnership without a written agreement exposes every party to serious legal and financial risk. In most jurisdictions, an unfiled or undocumented LP defaults to a general partnership — meaning every investor bears unlimited personal liability for business debts, regardless of their intent to be passive. Even with a state filing in place, the absence of a written agreement leaves profit sharing, management authority, and exit rights governed by statutory defaults that are rarely aligned with what GPs and LPs actually agreed. Disputes over waterfall calculations, GP removal rights, or LP transfer restrictions are among the most expensive commercial litigation matters in private equity and real estate — and they almost always trace back to ambiguous or missing agreement language. A properly drafted limited partnership agreement, executed before any capital is transferred, closes these gaps, protects LP liability shields, and gives both parties a clear, enforceable framework from day one.\u003C/p>\n",1778773599788]