[{"data":1,"prerenderedAt":473},["ShallowReactive",2],{"document-limited-partnership-agreement-long-form-D1011":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":472},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"General Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"First Special Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Second Special Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS the General Partner and the Special Partners wish to constitute themselves a limited partnership under the provisions of Articles [SPECIFY] and followings of the Civil Code [YOUR COUNTRY ACT/LAW/RULE] and to be bound by the terms and conditions of the present Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS AND INTERPRETATION Definitions In this Agreement and in all other related documents, except where there is an express provision to the contrary or if the context requires another interpretation, the following words, terms and expressions have the following meanings: \"Affiliate\" or \"Affiliated\" - has the meaning ascribed to such term under the [COUNTRY] Business Corporations [ACT/LAW/RULE]; \"Agreement\" - the present Limited Partnership Agreement as amended from time to time by one or more agreements entered into in compliance with the provisions of the present Agreement; \"Annual Budget\" - has the meaning ascribed to such expression under the Shareholders Agreement; \"Associate\" - has the meaning ascribed to such term under the [COUNTRY] Business Corporations [ACT/LAW/RULE]; \"Auditor\" - a civil partnership of which the partners are members of the [SPECIFY COUNTRY Institute of Chartered Accountants] and who are appointed from time to time by the General Partner and approved by the Special Partners as auditors for the Partnership; in the event that no such auditors have been appointed and approved at such a date, this word means the accountants duly mandated by the Special Partners with respect to the financial period in question or, failing this, any chartered accountant specially designated by the Special Partners for this purpose; if there are no Auditors or chartered accountants appointed for the financial period in question, or if the latter refuse their mandate, and if the concerned parties cannot agree upon the choice of a specially designated chartered accountant within a period of [NUMBER] days, they shall then have recourse to the provisions governing arbitration provided at Articles [NUMBER] and seq. of the Code of [SPECIFY] of the Province of [STATE/PROVINCE] in order to appoint one or three accountants, as the case may be, who shall carry out the mandate in accordance with the parameters herein provided; \"Available Funds\" - includes cash on hand, credit balances of accounts in banks and other financial institutions, funds which may be withdrawn by the Partnership from day to day by virtue of letters of credit and the realizable value of the short term liquid investments indicated in subparagraph 6.2.20; \"Business\" - that certain business identified under paragraph 2.3 of this Agreement; \"Capital\" - is synonymous with the term \"common stock\" used in the relevant articles of the Civil Code pertaining to limited partnerships; \"Capital Account\" - that account identified under paragraph 15.1 of this Agreement; \"Capital Contribution\" - the initial contribution and all other contributions made or agreed to be made from time to time by a Partner to the capital of the Partnership, less amounts distributed to this Partner as reimbursement of capital; \"Certificate\" - a certificate of ownership indicating that the registered holder thereof is the owner of the number of Units stated therein; \"Civil Code\" - the Civil Code [YOUR COUNTRY ACT/CODE/LAW/RULE] \"Closing\" - the closing meeting of the Initial Contribution or of any other subsequent investment as indicated; \"Companies and Partnerships Declaration Act\" - the Companies and Partnerships Declaration [ACT/LAW/RULE] ([STATE/PROVINCE]); \"Current Account\" - that account identified under paragraph 15.2 of this Agreement; \"Declaration\" - the declaration signed and filed pursuant to the Companies and Partnerships Declaration Act and forming the present Limited Partnership, as amended from time to time; \"Evaluator\" - the independent expert designated by a Special Partner in accordance with the provisions of subparagraph 18.1.5 of this Agreement; \"Fair Market Value of the Interest\" or \"Fair Market Value of the Subject Interest\" - that value of the Interest as referred to under Section 18 of this Agreement; \"Force Majeure\" - inter alia, a situation caused by a fortuitous event or by irresistible force as described in Article [NUMBER] of the Civil Code [YOUR COUNTRY ACT/LAW/RULE], a situation likely to affect the life, health, safety, welfare or comfort of human beings, or to cause damage to or otherwise impair to quality of soil, vegetation, wildlife or property, legal or illegal strikes, threats of strikes and lockouts, work slowdowns, fire, flood, an interruption of, a suspension of or a delay in the means of transportation usually available to the party invoking Force Majeure, war, revolution, riot, governmental intervention or regulation, whether statutory or otherwise, which did not exist at the time of execution of this Agreement, unavoidable accidents, shortage in the work force, and, in general, any other happening or event which is beyond the reasonable control of the party invoking it and which the latter cannot resolve or reasonably avoid by normal or legal means; \"General Partner\" - the General Partner or any Person admitted to the Partnership as the substitute of a General Partner appointed in compliance with this Agreement; \"Income Tax Acts\" - the Income Tax [ACT/LAW/RULE] of [COUNTRY] [SPECIFY] and the Taxation [ACT/LAW/RULE] of [STATE/PROVINCE] [SPECIFY]; \"Initial Contribution\" - the first investment of [NUMBER], Units for a subscription price of [AMOUNT] for each Unit, and for which [NAME], [NAME] and the General Partner have each subscribed respectively to [NUMBER], [NUMBER] and [NUMBER] Units representing to each of them respectively a sum of [AMOUNT], [AMOUNT] and [AMOUNT], for a total sum of [AMOUNT]; \"Initial Special Partner\" - Me [INDIVIDUAL NAME] who signed the Declaration dated [DATE], as Special Partner; \"Interest\" - i) the share of a Partner in the Partnership at the time when such Interest needs to be determined, plus any evidence of indebtedness of the Partnership to such Partner held by it, and ii) if such Partner is a Special Partner, the shares beneficially held by such Special Partner or by a Person of the Same Group as such Special Partner, as the case may be, in the capital stock of the General Partner as well as any evidence of indebtedness of the General Partner to such Special Partner or to such Person of the Same Group as such Special Partner, held by it; \"LAB\" - Linear [SPECIFY], its derivatives and its raw materials; \"Long Term Debt/Equity Ratio\" of the Partnership - that certain long term debt/equity ratio as determined and revised from time to time by way of Special Resolution, such ratio being initially set at [NUMBER]: after deduction of any incentives, grants or loans from any [COUNTRY] federal or provincial government body;",null,"Limited Partnership Agreement Long Form","37",266,"doc","https://templates.business-in-a-box.com/imgs/1000px/limited-partnership-agreement_long-form-D1011.png","https://templates.business-in-a-box.com/imgs/250px/1011.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1011.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Incorporation Agreements","/templates/incorporation-agreement/","limited partnership agreement long form","Limited Partnership Agreement Long Form Template","https://templates.business-in-a-box.com/imgs/400px/1011.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,114,128,143,160],{"label":37,"url":38,"thumb":39,"extension":10},"Limited Partnership Agreement","/template/limited-partnership-agreement-D891","https://templates.business-in-a-box.com/imgs/250px/891.png",{"label":41,"url":42,"thumb":43,"extension":10},"Limited Partnership Agreement 2","/template/limited-partnership-agreement-2-D1009","https://templates.business-in-a-box.com/imgs/250px/1009.png",{"label":45,"url":46,"thumb":47,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":49,"url":50,"thumb":51,"extension":10},"Partnership Agreement Short Form","/template/partnership-agreement-short-form-D900","https://templates.business-in-a-box.com/imgs/250px/900.png",{"label":53,"url":54,"thumb":55,"extension":10},"Subordination Agreement Long Form","/template/subordination-agreement-long-form-D424","https://templates.business-in-a-box.com/imgs/250px/424.png",{"label":57,"url":58,"thumb":59,"extension":10},"Offering Memorandum Limited Partnership","/template/offering-memorandum-limited-partnership-D1012","https://templates.business-in-a-box.com/imgs/250px/1012.png",{"label":61,"url":62,"thumb":63,"extension":10},"Partnership Agreement","/template/partnership-agreement-D12551","https://templates.business-in-a-box.com/imgs/250px/12551.png",{"label":65,"url":66,"thumb":67,"extension":10},"Exchange of Shares Agreement Long Form","/template/exchange-of-shares-agreement-long-form-D331","https://templates.business-in-a-box.com/imgs/250px/331.png",{"label":69,"url":70,"thumb":71,"extension":10},"Software Distribution Agreement  Long Form","/template/software-distribution-agreement-long-form-D803","https://templates.business-in-a-box.com/imgs/250px/803.png",{"label":73,"url":74,"thumb":75,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":77,"url":78,"thumb":79,"extension":10},"Articles of Association Long Form","/template/articles-of-association-long-form-D997","https://templates.business-in-a-box.com/imgs/250px/997.png",{"label":81,"url":82,"thumb":83,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":97,"url":98},"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},[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":17,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":112,"url":113},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[109,110],{"label":17,"url":95},{"label":20,"url":111},"incorporation-agreement","llc operating agreement","/template/llc-operating-agreement-D5209",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":127},"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",513,"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":123,"description":6},"shareholders agreement",[125,126],{"label":17,"url":95},{"label":20,"url":111},"/template/shareholders-agreement-D1016",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":118,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":142},"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":136,"description":6},"non disclosure agreement nda",[138,139],{"label":17,"url":95},{"label":140,"url":141},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":118,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":159},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":151,"description":6},"buy sell agreement",[153,156],{"label":154,"url":155},"Finance & Accounting","finance-accounting",{"label":157,"url":158},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":118,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":172},"Investment Proposal [Your Company Name] Address City Postal Code Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com Table of Contents Statement of Confidentiality 4 1. Executive Summary 5 1.1 Purpose of the Proposal 5 1.2 Business Overview 5 1.3 Funding Requirements 5 2. Business Description 6 2.1 Company Background 6 2.2 Business Objectives 6 2.3 Unique Selling Proposition (USP) 6 3. Market Analysis 7 3.1 Industry Overview 7 3.2 Target Market 7 3.3 Competitive Analysis 7 4. Products and Services 8 4.1 Product/Service Overview 8 4.2 Development Stage 8 5. Marketing and Sales Strategy 9 5.1 Marketing Strategy 9 5.2 Sales Strategy 9 5.3 Distribution Channels 9 6. Operational Plan 10 6.1 Production Process 10 6.2 Facilities 10 6.3 Suppliers and Partners 10 7. Management Team 11 7.1 Team Overview 11 7.2 Roles and Responsibilities 11 8. Financial Plan 12 8.1 Financial Projections 12 8.2 Break-even Analysis 12 9. Investment Offer 13 9.1 Investment Requirement 13 9.2 Use of Funds 13 9.3 Equity Offer 13 9.4 Exit Strategy 13 10. Conclusion 14 11. Appendices 15 11.1 Supporting Documents 15 Statement of Confidentiality & Non-Disclosure This document contains proprietary and confidential information. All data submitted to [RECEIVING PARTY] is provided in reliance upon its consent not to use or disclose any information contained herein except in the context of its business dealings with [YOUR COMPANY NAME]. The recipient of this document agrees to inform present and future employees of [RECEIVING PARTY] who view or have access to its content of its confidential nature. The recipient agrees to instruct each employee that they must not disclose any information concerning this document to others except to the extent that such matters are generally known to, and are available for use by, the public. The recipient also agrees not to duplicate or distribute or permit others to duplicate or distribute any material contained herein without [YOUR COMPANY NAME]'s express written consent. [YOUR COMPANY NAME] retains all title, ownership and intellectual property rights to the material and trademarks contained herein, including all supporting documentation, files, marketing material, and multimedia. BY ACCEPTANCE OF THIS DOCUMENT, THE RECIPIENT AGREES TO BE BOUND BY THE AFOREMENTIONED STATEMENT. Executive Summary 1.1 Purpose of the Proposal Briefly describe the purpose of this investment proposal and what you hope to achieve with the funding. 1.2 Business Overview Provide a snapshot of your business, including the core mission and goals. 1.3 Funding Requirements Specify the amount of funding needed and a high-level allocation of funds. Business Description 2.1 Company Background Outline the history and evolution of your business. 2.2 Business Objectives Detail the objectives your business intends to achieve. 2.3 Unique Selling Proposition (USP) Highlight what makes your business stand out in the market. Market Analysis 3.1 Industry Overview Discuss the current state of the industry and future growth prospects. 3.2 Target Market Define who your customers are and their key characteristics. 3","Investment Proposal","15","https://templates.business-in-a-box.com/imgs/1000px/investment-proposal-D13992.png","https://templates.business-in-a-box.com/imgs/250px/13992.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13992.xml",{"title":168,"description":6},"investment proposal",[170,171],{"label":17,"url":95},{"label":17,"url":95},"/template/investment-proposal-D13992",false,{"seo":175,"reviewer":185,"legal_disclaimer":173,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":242,"fields":273,"how_to_fill":319,"common_mistakes":360,"faqs":377,"industries":405,"comparisons":422,"diy_vs_pro":435,"related_template_ids_curated":448,"schema":458,"classification":460},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179,"family":178,"is_canonical":173},"Limited Partnership Agreement Long Form Template | Free Word Download","Free limited partnership agreement long form template covering partner roles, capital contributions, profit sharing, and dissolution.","limited partnership agreement template",[22,180,181,182,183,184],"limited partnership agreement word template","limited partnership agreement free download","lp agreement template","limited partnership form template","business partnership agreement template",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":190,"legal_review_recommended":173,"signature_required":173,"notarization_required":173},"easy",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Limited Partnership Agreement Long Form is a structured document that defines the rights, responsibilities, and financial arrangements between one or more general partners and one or more limited partners in a limited partnership. This free Word download covers all major provisions — capital contributions, profit and loss allocation, management authority, and dissolution — and can be edited online and exported as PDF.\n","Use it when forming a limited partnership to raise investment capital, structure a real estate joint venture, or organize a private fund where some partners contribute capital but do not manage day-to-day operations.\n","Partner identification, capital contribution schedules, profit and loss allocation ratios, management and voting rights, transfer restrictions, admission of new partners, and dissolution and winding-up procedures.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Real estate investors","Structuring a property acquisition with passive capital partners","persona-real-estate-investor",{"title":201,"use_case":202,"icon_asset_id":203},"Private fund managers","Organizing a private equity or venture fund with investor limited partners","persona-fund-manager",{"title":205,"use_case":206,"icon_asset_id":207},"Small business owners","Bringing in a silent investor to fund business expansion","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Forming an LP structure to accept outside capital without ceding control","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Family office advisors","Documenting inter-family investment arrangements in a formal LP structure","persona-family-office",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate attorneys and paralegals","Drafting or reviewing LP agreements for business formation clients","persona-paralegal",[221,225,229,233,236,239],{"situation":222,"recommended_template":223,"slug":224},"Simple two-partner arrangement with minimal complexity","Limited Partnership Agreement Short Form","partnership-agreement-short-form-D900",{"situation":226,"recommended_template":227,"slug":228},"Organizing a real estate syndication with multiple investors","Real Estate Limited Partnership Agreement","active-real-estate-partnership-agreement-D13216",{"situation":230,"recommended_template":231,"slug":232},"Forming a general partnership with equal management rights","General Partnership Agreement","partnership-agreement-D12551",{"situation":234,"recommended_template":86,"slug":235},"Structuring a joint venture for a single project","joint-venture-agreement-D889",{"situation":237,"recommended_template":101,"slug":238},"Creating a limited liability company instead of a partnership","llc-operating-agreement-D5209",{"situation":240,"recommended_template":241,"slug":232},"Adding a new partner to an existing limited partnership","Partnership Amendment Agreement",[243,246,249,252,255,258,261,264,267,270],{"term":244,"definition":245},"General Partner (GP)","The partner who manages day-to-day operations of the limited partnership and bears unlimited personal liability for partnership debts.",{"term":247,"definition":248},"Limited Partner (LP)","A passive investor whose liability is capped at their capital contribution and who has no management authority over the partnership.",{"term":250,"definition":251},"Capital Contribution","Cash, property, or services a partner contributes to the partnership in exchange for their ownership interest.",{"term":253,"definition":254},"Capital Account","An individual ledger tracking each partner's contributions, allocated profits and losses, and distributions over time.",{"term":256,"definition":257},"Profit and Loss Allocation","The ratio in which partnership income and losses are divided among partners, which may differ from ownership percentages.",{"term":259,"definition":260},"Distribution","Cash or property paid out to partners from partnership earnings or capital, distinct from salary or management fees.",{"term":262,"definition":263},"Transfer Restriction","A clause limiting a partner's ability to sell or assign their partnership interest without consent from other partners or the GP.",{"term":265,"definition":266},"Dissolution","The formal process of winding up a limited partnership, settling debts, distributing remaining assets, and terminating the entity.",{"term":268,"definition":269},"Carried Interest","A share of profits paid to the general partner above their proportional capital stake, typically as compensation for managing the partnership.",{"term":271,"definition":272},"Preferred Return","A minimum rate of return — commonly 6–8% annually — that limited partners receive before the general partner takes any carried interest.",[274,279,284,289,294,299,304,309,314],{"name":275,"plain_english":276,"sample_language":277,"common_mistake":278},"Partnership name and formation date","The legal name of the limited partnership and the date the agreement takes effect.","[PARTNERSHIP NAME], a [STATE] Limited Partnership, formed on [DATE].","Using a trade name instead of the registered legal entity name — mismatches between the agreement and state filings create administrative and legal complications.",{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"General and limited partner details","Full legal names, addresses, and entity types for each general partner and each limited partner.","General Partner: [GP FULL LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE]. Limited Partner: [LP FULL LEGAL NAME], residing at [ADDRESS].","Listing nicknames or abbreviated names rather than legal names — enforcement of the agreement and regulatory filings require exact legal entity names.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Capital contribution schedule","The amount each partner contributes at formation and any schedule for future contributions, stated in dollars or fair market value.","GP Capital Contribution: $[AMOUNT] on [DATE]. LP Capital Contribution: $[AMOUNT] on [DATE], with an additional $[AMOUNT] due by [DATE].","Omitting a due date for future contributions — without a deadline, a partner who delays funding faces no contractual consequence.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Ownership percentage and capital accounts","Each partner's percentage interest in the partnership and the method for maintaining individual capital account balances.","GP Interest: [X]%. LP Interest: [Y]%. Capital accounts shall be maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).","Setting ownership percentages that do not sum to 100% — an arithmetic error here creates disputes over every downstream profit allocation.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Profit and loss allocation","The ratio in which annual net income and net losses are split among partners, which may differ from ownership percentages.","Net profits and losses shall be allocated [X]% to the GP and [Y]% to the LP, subject to the preferred return and carried interest provisions in Section [X].","Copying the capital contribution ratio as the allocation ratio without considering preferred returns or tax implications — misaligned allocations trigger disputes at year-end.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Distribution waterfall","The order and conditions under which cash is distributed: first a preferred return to limited partners, then return of capital, then carried interest to the GP.","Distributions shall be made in the following order: (1) [X]% preferred return to LP on unreturned capital; (2) return of LP capital contribution; (3) [Y]% to GP as carried interest; (4) remaining balance [X]% GP / [Y]% LP.","Omitting the return-of-capital step before the carried interest tier — GPs inadvertently collect profit share before LPs recover their principal investment.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Management authority and voting rights","Specifies that the GP has exclusive management authority over the partnership and identifies decisions that require limited partner consent.","The GP shall have full authority to manage partnership operations. The following actions require LP consent by [majority / supermajority]: [LIST OF RESERVED MATTERS].","Granting limited partners management rights in an attempt to protect them — exercising management control can strip limited partners of their liability protection under state LP statutes.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Transfer restrictions and admission of new partners","Conditions under which a partner may transfer their interest and the process for admitting additional partners to the LP.","No partner may transfer their interest without prior written consent of the GP. New limited partners may be admitted upon execution of a Joinder Agreement and satisfaction of the minimum capital contribution of $[AMOUNT].","No transfer restriction clause at all — without it, a limited partner can sell their interest to an unknown third party with no notice to the GP or other partners.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Dissolution and winding-up","Events that trigger dissolution (expiration, unanimous consent, or GP withdrawal), the winding-up process, and the order of asset distribution on termination.","The Partnership shall dissolve upon: (a) expiration of the term on [DATE]; (b) unanimous written consent of all partners; or (c) withdrawal of the last GP. On dissolution, assets shall be applied: first to creditors, then per the distribution waterfall in Section [X].","No GP withdrawal provision — if the GP exits without a succession mechanism, the partnership may be legally required to dissolve under state statute even if the limited partners want to continue.",[320,325,330,335,340,345,350,355],{"step":321,"title":322,"description":323,"tip":324},1,"Enter the partnership name and formation details","Input the registered legal name of the limited partnership, the state of formation, and the effective date. Confirm the name matches your Certificate of Limited Partnership filing.","Check name availability in your state's business registry before finalizing — an unavailable name means refiling the Certificate.",{"step":326,"title":327,"description":328,"tip":329},2,"Identify all general and limited partners","List each partner's full legal name, address, and entity type (individual, LLC, corporation, or trust). Attach a Schedule of Partners if there are more than three limited partners.","For entity partners, confirm the signatory has authority to bind the entity — a board resolution or operating agreement excerpt may be required.",{"step":331,"title":332,"description":333,"tip":334},3,"Complete the capital contribution schedule","Enter each partner's initial cash or property contribution, any scheduled future calls, and the due dates. For non-cash contributions, document the agreed fair market value.","Non-cash contributions should be supported by an independent appraisal — undocumented valuations are a common audit trigger.",{"step":336,"title":337,"description":338,"tip":339},4,"Set ownership percentages and confirm they total 100%","Enter each partner's percentage interest and verify the sum equals exactly 100%. These figures drive all downstream allocations and distributions.","Use a spreadsheet to cross-check GP plus all LP percentages before entering them in the agreement.",{"step":341,"title":342,"description":343,"tip":344},5,"Define the profit, loss, and distribution waterfall","Enter the allocation ratios for income and losses, the preferred return rate for limited partners, and the carried interest percentage for the general partner. Sequence the distribution waterfall clearly.","State the preferred return as an annual percentage on unreturned capital (e.g., 8% per annum, cumulative) to avoid ambiguity.",{"step":346,"title":347,"description":348,"tip":349},6,"Specify management authority and reserved matters","Confirm the GP has exclusive management rights and list the specific actions (e.g., sale of all assets, amendment of the agreement, admission of new partners) that require LP approval.","Keep the reserved-matters list short and specific — overly broad LP consent rights can slow operations and may inadvertently create management-control issues for limited partners.",{"step":351,"title":352,"description":353,"tip":354},7,"Add transfer restrictions and the partner admission process","Specify whether LP consent, GP consent, or both are required for transfers. Describe the joinder process and any minimum capital requirement for new limited partners.","Include a right-of-first-refusal clause giving existing partners the option to purchase a transferring partner's interest before it goes to an outside buyer.",{"step":356,"title":357,"description":358,"tip":359},8,"Review dissolution triggers and sign","Confirm the partnership term, list events that trigger early dissolution, and verify the winding-up waterfall matches the distribution waterfall. Have all partners sign and retain executed copies.","Date the agreement and every signature on the same day — inconsistent signature dates can complicate enforcement of pre-signature obligations.",[361,365,369,373],{"mistake":362,"why_it_matters":363,"fix":364},"Mismatched entity names between agreement and state filing","A discrepancy between the agreement and the Certificate of Limited Partnership on file with the state creates uncertainty about which document governs and can invalidate the filing.","Pull the exact registered entity name from the state's business registry and copy it verbatim into the agreement before execution.",{"mistake":366,"why_it_matters":367,"fix":368},"Granting limited partners management rights","Under most state LP statutes, a limited partner who participates in management loses the liability protection that defines their status and may become personally liable for partnership debts.","Reserve all operational decisions for the GP and limit LP rights to a narrow list of major consent matters such as dissolution, GP removal, and agreement amendment.",{"mistake":370,"why_it_matters":371,"fix":372},"No preferred return step in the distribution waterfall","Without a preferred return, the GP begins collecting carried interest from dollar one of profit, even before limited partners have recovered the time value of their capital — a significant and often unintended economic imbalance.","Insert a preferred return tier (typically 6–8% per annum, cumulative) that must be paid to LPs before the GP receives any carried interest.",{"mistake":374,"why_it_matters":375,"fix":376},"Omitting a GP withdrawal and succession clause","If the sole GP exits without a succession mechanism, many state statutes require automatic dissolution of the partnership, potentially triggering adverse tax consequences and forcing an unwanted asset sale.","Include a clause designating a successor GP or requiring LP consent to appoint a replacement before the withdrawing GP's departure becomes effective.",[378,381,384,387,390,393,396,399,402],{"question":379,"answer":380},"What is a limited partnership agreement?","A limited partnership agreement is a contract between one or more general partners — who manage the business and bear unlimited liability — and one or more limited partners — who contribute capital and whose liability is capped at their investment. The agreement governs capital contributions, profit sharing, management authority, and the process for dissolving the partnership. It is the governing document for the LP entity and supplements the state's Certificate of Limited Partnership filing.\n",{"question":382,"answer":383},"What is the difference between a general partner and a limited partner?","A general partner manages day-to-day operations, makes business decisions, and is personally liable for partnership debts beyond the partnership's assets. A limited partner contributes capital, receives a share of profits, but has no management authority and cannot lose more than their invested capital. This structure lets passive investors participate in a business without taking on unlimited liability.\n",{"question":385,"answer":386},"When should I use a long-form vs. short-form limited partnership agreement?","Use the long-form agreement for partnerships with multiple limited partners, a formal distribution waterfall, carried interest, a preferred return structure, or any arrangement involving outside investors. The long form covers edge cases — partner withdrawal, bankruptcy of a partner, admission of additional capital — that a short-form agreement leaves unaddressed. Short-form agreements suit simple two-partner arrangements with no complex capital structures.\n",{"question":388,"answer":389},"Do I need to file a limited partnership agreement with the state?","In most US jurisdictions, the limited partnership agreement itself is a private document and does not need to be filed with the state. What must be filed is the Certificate of Limited Partnership, which is a public registration document naming the GP and registered agent. The LP agreement governs the internal relationship between partners and is typically kept confidential among the parties.\n",{"question":391,"answer":392},"What is a distribution waterfall in a limited partnership?","A distribution waterfall is the sequential order in which cash is paid out to partners. A typical structure flows as follows: first, limited partners receive a preferred return (e.g., 8% per annum) on their unreturned capital; second, LPs receive a return of their original capital contributions; third, the GP collects carried interest (e.g., 20% of remaining profits); and fourth, remaining proceeds are split per the agreed ratio. The waterfall ensures LPs are compensated before the GP takes a performance allocation.\n",{"question":394,"answer":395},"What is carried interest and how is it calculated?","Carried interest is a share of partnership profits paid to the general partner as compensation for managing the fund or business, above and beyond their proportional capital stake. It is typically set at 20% of profits above the preferred return. For example, if a partnership earns $1M in profit after paying the LP preferred return and returning LP capital, the GP receives $200,000 in carried interest and the remaining $800,000 is split per the agreed ratio.\n",{"question":397,"answer":398},"Can a limited partner lose more than they invested?","No — a limited partner's liability is generally capped at the amount they contributed or committed to contribute to the partnership. They cannot be held personally responsible for partnership debts or legal judgments beyond that amount, provided they do not take on management authority. This liability cap is the defining benefit of limited partner status and is protected by state LP statutes in all US jurisdictions.\n",{"question":400,"answer":401},"How is a limited partnership different from an LLC?","Both structures limit investor liability, but an LLC gives all members management rights and liability protection simultaneously, while a limited partnership requires at least one general partner to bear unlimited liability in exchange for management control. LPs are commonly used for investment funds and real estate syndications where a clear GP/LP hierarchy is commercially expected. LLCs are more flexible for operating businesses where all owners want management rights without liability exposure.\n",{"question":403,"answer":404},"What happens when a limited partnership is dissolved?","On dissolution, the GP winds up partnership affairs: collects receivables, pays creditors, liquidates assets, and distributes remaining proceeds per the winding-up waterfall in the agreement. The order is typically: creditors first, then partners in order of the distribution waterfall. After winding up, the GP files a Certificate of Cancellation with the state to formally terminate the entity's legal existence.\n",[406,410,414,418],{"industry":407,"icon_asset_id":408,"specifics":409},"Real Estate","industry-real-estate","LP structures are the standard vehicle for real estate syndications — a sponsor GP acquires and manages property while passive LP investors fund the purchase and share in rental income and appreciation.",{"industry":411,"icon_asset_id":412,"specifics":413},"Private Equity and Venture Capital","industry-fintech","Private equity and VC funds are almost universally organized as limited partnerships, with the fund manager as GP and institutional or accredited investors as LPs receiving a preferred return and pro-rata distributions.",{"industry":415,"icon_asset_id":416,"specifics":417},"Professional Services","industry-professional-services","Law firms, accounting practices, and consulting groups use LP structures to bring in equity partners or outside investors while preserving management control for the operating partners serving as GP.",{"industry":419,"icon_asset_id":420,"specifics":421},"Energy and Natural Resources","industry-manufacturing","Oil and gas projects commonly use LP structures to pool investor capital for exploration or production while concentrating operational decision-making with an experienced GP operator.",[423,426,429,432],{"vs":231,"vs_template_id":424,"summary":425},"general-partnership-agreement-D163","A general partnership agreement treats all partners equally — each has management rights and unlimited personal liability for partnership debts. A limited partnership separates management (GP) from passive investment (LP) and caps LP liability at their capital contribution. Use a limited partnership when you need to raise outside capital from investors who do not want operational control or unlimited exposure.",{"vs":101,"vs_template_id":427,"summary":428},"limited-liability-company-operating-agreement-D12858","An LLC operating agreement governs a limited liability company where all members can have management rights and liability protection simultaneously. A limited partnership requires at least one GP with unlimited liability. LLCs are more flexible for operating businesses; limited partnerships are the convention for investment funds and real estate syndications where the GP/LP hierarchy is commercially standard.",{"vs":86,"vs_template_id":430,"summary":431},"joint-venture-agreement-D155","A joint venture agreement structures a collaboration between two or more parties for a specific project or purpose without creating a separate permanent entity. A limited partnership is a registered legal entity with ongoing operations, formal capital accounts, and a defined GP/LP hierarchy. Use a joint venture for a one-time project; use a limited partnership for a structured, ongoing investment vehicle.",{"vs":116,"vs_template_id":433,"summary":434},"shareholders-agreement-D13053","A shareholders agreement governs the relationship between equity owners of a corporation, covering voting rights, share transfers, and dividend policy. A limited partnership agreement governs the GP/LP relationship in a partnership entity. Corporations are better suited to businesses planning a public offering; limited partnerships are preferred for private investment funds and real estate due to their tax pass-through treatment and flexible profit allocation.",{"use_template":436,"template_plus_review":440,"custom_drafted":444},{"best_for":437,"cost":438,"time":439},"Small limited partnerships with one GP, one or two LPs, and a straightforward capital and profit structure","Free","30–60 minutes",{"best_for":441,"cost":442,"time":443},"Partnerships with multiple LPs, a formal distribution waterfall, or outside investors requiring due diligence","$500–$1,500 for attorney review","3–5 days",{"best_for":445,"cost":446,"time":447},"Private equity or real estate funds, carried interest structures, SEC-exempt offerings, or multi-jurisdiction partnerships","$3,000–$10,000+","2–4 weeks",[232,235,238,449,450,451,452,453,454,455,456,457],"shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","buy-sell-agreement-D12611","investment-proposal-D13992","promissory-note-D434","subscription-agreement-D12537","term-sheet-D473","certificate-of-corporate-resolution-D3","partnership-dissolution-agreement-D901",{"emit_how_to":459,"emit_defined_term":459},true,{"primary_folder":95,"secondary_folder":461,"document_type":462,"industry":463,"business_stage":464,"tags":465,"confidence":471},"partnerships-and-joint-ventures","agreement","general","all-stages",[466,467,468,469,470],"legal","contract","equity","limited-partnership","partnership-agreement",0.95,"\u003Ch2>What is a Limited Partnership Agreement Long Form?\u003C/h2>\n\u003Cp>A \u003Cstrong>Limited Partnership Agreement Long Form\u003C/strong> is a structured governing document that defines the legal and financial relationship between one or more general partners (GPs) and one or more limited partners (LPs) within a limited partnership entity. The general partner manages operations and bears unlimited personal liability; the limited partners contribute capital, share in profits, and limit their exposure to the amount they have invested. This free Word template covers all material provisions — capital contribution schedules, ownership percentages, profit and loss allocation, distribution waterfalls, management authority, transfer restrictions, and dissolution procedures — in a single document you can edit online and export as PDF.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a limited partnership without a written agreement leaves every critical economic and governance question unresolved: how profits are split, who controls spending decisions, what happens when a partner wants to exit, and how the entity is wound up. State LP statutes provide default rules that fill those gaps, but those defaults rarely reflect what the parties actually agreed — and reversing them in litigation is expensive. A properly completed long-form agreement eliminates ambiguity from the start, protects limited partners' liability cap by clearly separating them from management, and gives the general partner documented authority to act decisively. For any partnership involving outside investors, a formal agreement is also a threshold requirement for due diligence. This template gives you a complete, editable starting point that handles the full range of provisions a multi-party limited partnership needs.\u003C/p>\n",1779480584911]