Limited Partnership Agreement

LIMITED PARTNERSHIP AGREEMENT

OF

[PARTNERSHIP NAME], LP

(a [State] Limited Partnership)

This Limited Partnership Agreement (this "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among:

GENERAL PARTNER(S):
[GP NAME], a [STATE] [ENTITY TYPE] (the "General Partner")

LIMITED PARTNERS:
The Persons identified on Schedule A hereto (each a "Limited Partner" and collectively, the "Limited Partners")

(The General Partner and Limited Partners are collectively referred to as the "Partners")

RECITALS

A. The Partners desire to form a limited partnership (the "Partnership") under the laws of [STATE] for the purposes described herein.

B. A Certificate of Limited Partnership has been (or will be) filed with the [STATE] Secretary of State.

C. The Partners desire to set forth their respective rights, duties, and obligations with respect to the Partnership.

D. The General Partner shall have unlimited personal liability for Partnership obligations; Limited Partners shall have limited liability as provided by law if they do not participate in control.

[// GUIDANCE (Delaware): Delaware's LP statute is the Revised Uniform Limited Partnership Act (DRULPA), 6 Del. C. Section 17-101 et seq. Delaware is a popular jurisdiction for LPs due to its flexible statute and well-developed case law.]

NOW, THEREFORE, in consideration of the mutual covenants herein, the Partners agree as follows:

ARTICLE 1 - DEFINITIONS

1.1 "Act" means the [STATE] [Revised Uniform Limited Partnership Act / Limited Partnership Act] as amended.

1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

1.3 "Capital Account" means the account maintained for each Partner pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv).

1.4 "Capital Contribution" means the total amount contributed by a Partner.

1.5 "Certificate" means the Certificate of Limited Partnership filed with the [STATE] Secretary of State.

1.6 "Code" means the Internal Revenue Code of 1986, as amended.

1.7 "General Partner" means [GP NAME] and any successor or additional general partner admitted pursuant to this Agreement.

1.8 "Limited Partner" means each Person identified on Schedule A as a Limited Partner and any Person admitted as a Limited Partner pursuant to this Agreement.

1.9 "Majority in Interest" means Partners holding more than 50% of the Partnership Interests (or, when specified, Limited Partners holding more than 50% of the Limited Partner Interests).

1.10 "Net Profits" and "Net Losses" mean the Partnership's taxable income or loss for each fiscal year.

1.11 "Partnership Interest" means a Partner's entire ownership interest in the Partnership.

1.12 "Percentage Interest" means a Partner's percentage ownership as set forth on Schedule A.

1.13 "Person" means any individual, corporation, partnership, limited liability company, trust, or other entity.

ARTICLE 2 - FORMATION AND ORGANIZATION

2.1 Formation

The Partnership is formed as a [STATE] limited partnership pursuant to the Act by the filing of a Certificate of Limited Partnership with the [STATE] Secretary of State.

[// GUIDANCE (Delaware): 6 Del. C. Section 17-201 requires filing a Certificate of Limited Partnership containing the LP's name, registered office and agent, and name and address of each general partner.]

2.2 Name

The name of the Partnership is [PARTNERSHIP NAME], LP.

2.3 Certificate of Limited Partnership

The General Partner shall execute and file the Certificate of Limited Partnership and any amendments thereto as required by law.

2.4 Registered Office and Agent

The registered office and registered agent of the Partnership in [STATE] are:

Registered Agent: [NAME]
Registered Office: [ADDRESS]

[// GUIDANCE (Delaware 2025 Amendment): Per 6 Del. C. Section 17-104, as amended effective August 1, 2025, a registered agent may not perform its duties solely through a virtual office or mail forwarding service.]

2.5 Principal Place of Business

The principal place of business of the Partnership is:

[ADDRESS]

2.6 Purpose

The purpose of the Partnership is to:

[DESCRIBE BUSINESS PURPOSE - e.g., "acquire, own, develop, operate, and sell real property" or "invest in and manage a portfolio of securities"]

and to engage in any other lawful activity for which limited partnerships may be formed under the Act.

2.7 Term

The Partnership shall commence upon the filing of the Certificate and shall continue until dissolved in accordance with this Agreement or applicable law.

☐ Definite Term: The Partnership shall have a term ending on [DATE].

☐ Indefinite Term: The Partnership shall continue until dissolved.

ARTICLE 3 - PARTNERS AND CAPITAL CONTRIBUTIONS

3.1 General Partner

The General Partner is [GP NAME], a [STATE] [ENTITY TYPE].

The General Partner's initial Capital Contribution is $[AMOUNT], representing a [__]% Partnership Interest.

3.2 Limited Partners

The Limited Partners and their Capital Contributions and Partnership Interests are set forth on Schedule A.

3.3 Capital Accounts

A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

3.4 Additional Contributions

a. General Partner: The General Partner may be required to make additional contributions as necessary to fund Partnership operations.

b. Limited Partners: No Limited Partner shall be required to make additional Capital Contributions without such Limited Partner's consent.

c. Capital Calls: The General Partner may call for additional capital from Limited Partners. A Limited Partner who fails to contribute may be subject to dilution or other consequences specified herein.

3.5 No Interest on Capital

No Partner shall receive interest on Capital Contributions.

3.6 Return of Capital

No Partner has the right to demand return of Capital Contributions except upon dissolution or as otherwise provided herein.

3.7 Loans

A Partner may loan money to the Partnership with the General Partner's consent. Such loans shall bear interest at [__]% per annum and shall not be Capital Contributions.

ARTICLE 4 - ALLOCATIONS

4.1 Profits

Net Profits for each fiscal year shall be allocated as follows:

☐ Pro Rata: To the Partners in proportion to their Percentage Interests.

☐ Preferred Return First: First, to Limited Partners until they have received allocations equal to a [__]% annual return on unreturned Capital Contributions; then, to the Partners in proportion to their Percentage Interests.

☐ Waterfall: [DESCRIBE WATERFALL ALLOCATION]

4.2 Losses

Net Losses for each fiscal year shall be allocated to the Partners in proportion to their Percentage Interests; provided, however, that Losses shall not be allocated to a Limited Partner to the extent such allocation would cause an Adjusted Capital Account Deficit.

4.3 Special Allocations

The following special allocations shall be made as required by Treasury Regulations:

a. Minimum Gain Chargeback
b. Partner Minimum Gain Chargeback
c. Qualified Income Offset
d. Gross Income Allocation

4.4 Tax Allocations

Tax items shall be allocated consistent with economic allocations, subject to Code Section 704(c) for contributed property.

ARTICLE 5 - DISTRIBUTIONS

5.1 Distributions Generally

Distributions shall be made at such times and in such amounts as determined by the General Partner in its sole discretion.

5.2 Order of Distribution

Distributions shall be made in the following order (a "waterfall"):

☐ Simple Pro Rata: To the Partners in proportion to their Percentage Interests.

☐ Preferred Return Waterfall:

First: To Limited Partners until they have received cumulative distributions equal to their unreturned Capital Contributions;

Second: To Limited Partners until they have received a [__]% per annum preferred return on unreturned Capital Contributions;

Third: To the General Partner until the General Partner has received distributions equal to [__]% of distributions made under the Second tier ("Catch-up");

Fourth: [__]% to Limited Partners (pro rata) and [__]% to the General Partner (the "Carried Interest" or "Promote").

5.3 Tax Distributions

The Partnership shall distribute to each Partner, to the extent of available cash, amounts sufficient to enable such Partner to pay estimated income taxes on Partnership income allocated to such Partner.

5.4 Limitation on Distributions

No distribution shall be made if the Partnership would be unable to pay its debts as they become due.

5.5 Distributions in Kind

A Limited Partner may not demand distribution in any form other than cash without the General Partner's consent.

ARTICLE 6 - MANAGEMENT

6.1 General Partner Authority

The General Partner shall have full, exclusive, and complete authority and discretion to manage and control the business and affairs of the Partnership. The General Partner's powers include:

a. Managing day-to-day operations;
b. Executing contracts and agreements;
c. Acquiring, holding, and disposing of assets;
d. Borrowing money and granting security interests;
e. Hiring employees and engaging contractors;
f. Opening and maintaining bank accounts;
g. Making all investment decisions;
h. Distributing Partnership funds;
i. Taking any action necessary to carry out Partnership purposes.

6.2 Standard of Care

The General Partner shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise.

6.3 Fiduciary Duties

☐ Full Fiduciary Duties: The General Partner owes fiduciary duties of loyalty and care to the Partnership and Limited Partners.

☐ Modified Duties (Delaware): To the fullest extent permitted by 6 Del. C. Section 17-1101(d), fiduciary duties are modified as follows: [DESCRIBE MODIFICATIONS].

[// GUIDANCE (Delaware): 6 Del. C. Section 17-1101(d) permits elimination or modification of fiduciary duties in the partnership agreement, subject to the implied contractual covenant of good faith and fair dealing.]

6.4 Exculpation

The General Partner shall not be liable to the Partnership or any Partner for any act or omission unless such act or omission constitutes bad faith, fraud, willful misconduct, or gross negligence.

6.5 Limited Partner Non-Participation

THE LIMITED PARTNERS SHALL NOT PARTICIPATE IN THE MANAGEMENT OR CONTROL OF PARTNERSHIP BUSINESS AND SHALL HAVE NO AUTHORITY TO BIND THE PARTNERSHIP.

6.6 Actions Requiring Limited Partner Consent

Notwithstanding Section 6.1, the following actions require approval by [Majority in Interest / Supermajority / Unanimous Vote] of the Limited Partners:

a. Amendment of this Agreement;
b. Removal or replacement of the General Partner;
c. Admission of additional General Partners;
d. Dissolution of the Partnership;
e. Merger, conversion, or sale of substantially all assets;
f. Incurrence of debt exceeding $[AMOUNT];
g. Transactions with the General Partner or its Affiliates (other than as contemplated herein).

6.7 Meetings of Limited Partners

a. Annual Meeting: An annual meeting of Limited Partners shall be held within [120] days after fiscal year end.

b. Special Meetings: Special meetings may be called by the General Partner or Limited Partners holding [25]% of the Limited Partner Interests.

c. Notice: At least [10] days' notice required.

d. Quorum: Limited Partners holding [majority] of Limited Partner Interests.

e. Action Without Meeting: Limited Partners may act by written consent.

6.8 Officers

The General Partner may appoint officers to perform specified duties. Officers serve at the pleasure of the General Partner.

6.9 Compensation of General Partner

The General Partner shall receive the following compensation:

☐ Management Fee: An annual management fee equal to [__]% of [committed capital / invested capital / Partnership assets], payable [quarterly / annually].

☐ Carried Interest: Distributions as provided in Article 5 (typically [20]% of profits after return of capital and preferred return).

☐ Reimbursement: Reimbursement of reasonable out-of-pocket expenses incurred in performing General Partner duties.

☐ No Fee: No management fee; compensation solely through distributions.

ARTICLE 7 - BOOKS, RECORDS, AND REPORTS

7.1 Books and Records

The Partnership shall maintain at its principal place of business:

a. Complete and accurate books of account;
b. A copy of this Agreement and all amendments;
c. The Certificate and all amendments;
d. Copies of tax returns for the prior [3-5] years;
e. A list of Partners' names, addresses, and Percentage Interests.

7.2 Inspection Rights

Each Limited Partner may inspect Partnership books and records upon reasonable notice.

[// GUIDANCE (Delaware): 6 Del. C. Section 17-305 grants limited partners inspection rights, subject to reasonable standards and limitations in the partnership agreement.]

7.3 Reports

The General Partner shall provide to each Limited Partner:

a. Quarterly: Unaudited financial statements within [45] days after quarter end.

b. Annually: Audited (or reviewed) financial statements within [90] days after fiscal year end.

c. Tax Information: Schedule K-1s within [90] days after fiscal year end.

7.4 Fiscal Year

The fiscal year shall end on [December 31 / OTHER].

7.5 Tax Matters Partner / Partnership Representative

The General Partner (or its designee) shall serve as the Partnership Representative under Code Section 6223.

ARTICLE 8 - TRANSFERS OF PARTNERSHIP INTERESTS

8.1 Transfers by General Partner

The General Partner may not transfer any of its Partnership Interest without the consent of Limited Partners holding [Majority / Supermajority] of the Limited Partner Interests.

8.2 Transfers by Limited Partners

a. Restrictions: No Limited Partner may transfer any Partnership Interest except:

(i) With the prior written consent of the General Partner (which may be withheld in its sole discretion);
(ii) To a Permitted Transferee; or
(iii) As otherwise provided herein.

b. Permitted Transferees: A Limited Partner may transfer without consent to:

(i) Affiliates of the Limited Partner;
(ii) Trusts for the benefit of the Limited Partner or family;
(iii) Another Limited Partner.

c. Conditions: Any transfer is subject to:

(i) The transferee executing a joinder agreeing to be bound by this Agreement;
(ii) Compliance with securities laws;
(iii) Payment of transfer expenses.

8.3 Effect of Transfer

A transferee who is not admitted as a substituted Limited Partner shall be an "assignee" entitled only to receive distributions and allocations but shall have no voting or other rights.

8.4 Admission of Substitute Limited Partner

A transferee may be admitted as a substituted Limited Partner only with the General Partner's consent.

8.5 Additional Limited Partners

Additional Limited Partners may be admitted by the General Partner without the consent of existing Limited Partners.

ARTICLE 9 - WITHDRAWAL AND REMOVAL

9.1 Withdrawal of General Partner

The General Partner may not voluntarily withdraw without the consent of Limited Partners holding [Majority / Supermajority] of the Limited Partner Interests.

9.2 Removal of General Partner

The General Partner may be removed:

a. For Cause, by Limited Partners holding [Majority] of the Limited Partner Interests; or

b. Without Cause, by Limited Partners holding [Supermajority / 75%] of the Limited Partner Interests.

"Cause" means: (a) material breach of this Agreement not cured within [30] days; (b) fraud, willful misconduct, or gross negligence; (c) bankruptcy or insolvency of the General Partner; or (d) conviction of a felony.

9.3 Withdrawal of Limited Partners

A Limited Partner may not withdraw prior to dissolution without the General Partner's consent.

ARTICLE 10 - DISSOLUTION AND WINDING UP

10.1 Events of Dissolution

The Partnership shall dissolve upon:

a. The determination of the General Partner to dissolve;
b. The vote of Limited Partners holding [Majority / Supermajority] of Limited Partner Interests;
c. The withdrawal, removal, bankruptcy, or dissolution of the General Partner, unless a successor General Partner is appointed within [90] days;
d. Entry of a judicial decree of dissolution;
e. Expiration of the term (if applicable);
f. Sale of all or substantially all assets and distribution of proceeds.

[// GUIDANCE (Delaware): 6 Del. C. Section 17-801 lists events causing dissolution.]

10.2 Winding Up

Upon dissolution, the General Partner (or a liquidating trustee appointed by the Limited Partners) shall wind up Partnership affairs by:

a. Completing unfinished business;
b. Collecting assets;
c. Paying or providing for debts and liabilities;
d. Establishing reserves for contingent liabilities;
e. Distributing remaining assets.

10.3 Liquidating Distributions

Liquidating distributions shall be made:

a. First, to creditors (including Partners who are creditors);
b. Second, to Partners in accordance with their positive Capital Account balances.

10.4 Certificate of Cancellation

Upon completion of winding up, the General Partner shall file a Certificate of Cancellation with the [STATE] Secretary of State.

ARTICLE 11 - LIABILITY AND INDEMNIFICATION

11.1 Liability of General Partner

THE GENERAL PARTNER HAS UNLIMITED PERSONAL LIABILITY FOR ALL DEBTS AND OBLIGATIONS OF THE PARTNERSHIP.

11.2 Liability of Limited Partners

THE LIMITED PARTNERS' LIABILITY IS LIMITED TO THEIR CAPITAL CONTRIBUTIONS (PLUS ANY ADDITIONAL AMOUNTS AGREED TO BE CONTRIBUTED), PROVIDED THEY DO NOT PARTICIPATE IN CONTROL OF THE PARTNERSHIP.

[// GUIDANCE (Delaware): 6 Del. C. Section 17-303 provides that a limited partner is not liable for partnership obligations solely by reason of being a limited partner, even if the limited partner participates in management.]

11.3 Indemnification of General Partner

The Partnership shall indemnify the General Partner and its Affiliates, officers, directors, employees, and agents from all claims, losses, and expenses arising from Partnership activities, except for:

a. Bad faith, fraud, or willful misconduct;
b. Gross negligence;
c. Knowing violations of law;
d. Transactions yielding improper personal benefit.

11.4 Indemnification of Limited Partners

The Partnership may indemnify Limited Partners to the extent authorized by the General Partner.

11.5 Advancement of Expenses

The Partnership shall advance expenses to the General Partner, subject to repayment if indemnification is ultimately unavailable.

11.6 Insurance

The Partnership may maintain liability insurance.

ARTICLE 12 - GENERAL PROVISIONS

12.1 Governing Law

This Agreement shall be governed by the laws of the State of [STATE].

12.2 Dispute Resolution

☐ Litigation: Courts of [STATE/COUNTY].
☐ Arbitration: Binding arbitration under [AAA / JAMS] rules in [LOCATION].

12.3 Amendments

This Agreement may be amended by:

a. The General Partner, for administrative or ministerial changes;
b. The General Partner and Limited Partners holding [Majority / Supermajority] of Limited Partner Interests, for substantive changes;
c. Unanimous consent, for changes that adversely affect any Partner disproportionately.

12.4 Entire Agreement

This Agreement constitutes the entire agreement among the Partners.

12.5 Severability

Invalid provisions shall be modified; remaining provisions remain effective.

12.6 Notices

In writing to addresses on Schedule A.

12.7 Counterparts

May be executed in counterparts.

12.8 Successors

Binds and benefits Partners and their successors and permitted assigns.

12.9 Power of Attorney

Each Limited Partner hereby appoints the General Partner as attorney-in-fact to execute amendments to this Agreement and the Certificate, consents, and other documents on behalf of such Limited Partner.

EXECUTION

IN WITNESS WHEREOF, the Partners have executed this Limited Partnership Agreement as of the Effective Date.

GENERAL PARTNER:

[GP NAME]

By: ___________________________________
Name:
Title:
Date: _________________________________

LIMITED PARTNERS:

SCHEDULE A - PARTNERS AND CAPITAL CONTRIBUTIONS

GENERAL PARTNER:

LIMITED PARTNERS:

TOTAL PARTNERSHIP:

SCHEDULE B - DISTRIBUTION WATERFALL (IF APPLICABLE)

Tier 1 - Return of Capital: 100% to Limited Partners until cumulative distributions equal unreturned Capital Contributions.

Tier 2 - Preferred Return: 100% to Limited Partners until cumulative distributions equal a [__]% per annum return on unreturned Capital Contributions.

Tier 3 - General Partner Catch-Up: 100% to the General Partner until the General Partner has received [__]% of cumulative distributions under Tiers 2 and 3.

Tier 4 - Carried Interest Split: [__]% to Limited Partners (pro rata) and [__]% to the General Partner.

EXHIBIT A - FORM OF SUBSCRIPTION AGREEMENT

[See separate subscription agreement template for Limited Partner subscriptions]

EXHIBIT B - FORM OF JOINDER AGREEMENT

The undersigned agrees to become a party to the Limited Partnership Agreement of [PARTNERSHIP NAME], LP dated [DATE] and agrees to be bound by all terms thereof as a Limited Partner.

Signature: _________________________________
Name: _________________________________
Address: _________________________________
Capital Contribution: $_________________________________
Percentage Interest: _________________________________%
Date: _________________________________

[END OF DOCUMENT]