Limited Partnership Agreement

LIMITED PARTNERSHIP AGREEMENT PREPARATION PACKET

NOT AN AGREEMENT OR FORMATION DOCUMENT

Use this packet to collect facts and drafting instructions. Do not sign it,
file it, use it to open an account, accept a contribution, issue an interest,
admit a partner, acquire property, incur debt, or represent that a limited
partnership or liability protection exists.

1. MATTER CONTROL AND LEGAL-FORM GATE

Forms under comparison:

☐ Limited partnership

☐ Limited partnership with an available liability-status election

☐ General partnership or registered partnership

☐ Limited liability company

☐ Corporation

☐ Contractual joint venture or co-ownership

☐ Other: [________________________________]

2. PROPOSED PARTNERS AND CAPACITY

☐ Beneficial owners and control persons identified

☐ Entity good standing and signing authority checked

☐ Spousal, community-property, trust, estate, minor, fiduciary, lender, or
benefit-plan issues identified

☐ Sanctions, investor-eligibility, securities, and source-of-funds review routed
to qualified counsel where applicable

3. BUSINESS PURPOSE AND OPERATING SCOPE

Business purpose:
[____________________________________________________________]

Products, services, assets, projects, and territory:
[____________________________________________________________]

Prohibited or separately approved activities:
[____________________________________________________________]

4. CONTRIBUTIONS AND OWNERSHIP RECORD

No contribution is accepted or interest issued through this packet.

Title, lien, consent, transfer, tax, appraisal, and intellectual-property
issues for noncash contributions:
[____________________________________________________________]

Additional-contribution or capital-call concept for counsel to evaluate:
[____________________________________________________________]

Consequence of not funding, if lawfully selected:
[____________________________________________________________]

5. MANAGEMENT AND AUTHORITY MAP

Limited-partner information, consultation, approval, veto, agency, and
participation rights for counsel to analyze:
[____________________________________________________________]

Do not describe a limited partner as protected or noncontrolling until counsel
checks the actual role, conduct, governing law, filings, and agreement.

6. RESERVED MATTERS AND CONSENTS

7. ECONOMICS, ALLOCATIONS, AND DISTRIBUTIONS

Tax counsel must draft allocations, capital accounts, withholding, elections,
and distribution mechanics. Do not use percentage ownership as a substitute
for a tax analysis.

8. DUTIES, CONFLICTS, AND RELATED-PARTY TERMS

9. BOOKS, REPORTS, AND TAX ADMINISTRATION

Tax representative, elections, audit authority, and partner-notice process:
[____________________________________________________________]

10. TRANSFERS, ADMISSIONS, AND EXIT EVENTS

Right of first offer, first refusal, tag, drag, call, put, buy-sell, or other
mechanism under review:
[____________________________________________________________]

11. CONTINUATION, DISSOLUTION, AND WINDING UP

12. DISPUTE AND DEADLOCK DESIGN

No forum, arbitration, jury, fee, injunction, or remedy term is selected by this
packet.

13. IMPLEMENTATION CHECKLIST

☐ Counsel selected the legal form and governing jurisdiction

☐ Name, agent, certificate, signers, and formation event verified

☐ Operative agreement and partner consents prepared

☐ Contributions, subscriptions, transfers, and ownership ledger documented

☐ Tax classification, elections, accounts, and reporting implemented

☐ Securities, beneficial-owner, licensing, and foreign-qualification issues
resolved

☐ Banking, authority, insurance, IP, employment, and material contracts aligned

☐ No party signed, filed, funded, or relied on this packet

End of non-executable preparation packet.