Partnership Agreement - Limited (Arkansas)

Arkansas Contracts & Agreements Updated October 24, 2026 Free Word and PDF

LIMITED PARTNERSHIP AGREEMENT

STATE OF ARKANSAS

DOCUMENT HEADER

This Limited Partnership Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and among the General Partner(s) and Limited Partner(s) identified in Schedule A.

The Partners hereby form a limited partnership (the "Partnership") pursuant to and in accordance with the Arkansas Uniform Limited Partnership Act (2001), Ark. Code Ann. § 4-47-101 et seq.

TABLE OF CONTENTS

  1. Definitions
  2. Formation; Name; Purpose; Term
  3. Partners; Capital Contributions
  4. Allocations; Distributions; Tax Matters
  5. Management by General Partner
  6. Rights and Limitations of Limited Partners
  7. Representations and Warranties
  8. Books, Records, and Accounting
  9. Transfer of Interests
  10. Withdrawal; Removal of Partners
  11. Dissolution and Winding Up
  12. Indemnification; Liability
  13. Dispute Resolution
  14. General Provisions
  15. Arkansas-Specific Provisions
  16. Execution

1. DEFINITIONS

"Arkansas ULPA" means the Arkansas Uniform Limited Partnership Act (2001), Ark. Code Ann. § 4-47-101 et seq.

"Certificate" means the Certificate of Limited Partnership filed with the Arkansas Secretary of State.

"General Partner" means [GENERAL PARTNER NAME(S)].

"Limited Partner" means each Person identified as a limited partner on Schedule A.

2. FORMATION; NAME; PURPOSE; TERM

2.1 Formation. The Partnership is formed under Arkansas ULPA upon filing of the Certificate with the Arkansas Secretary of State.

2.2 Name. The Partnership shall conduct business under the name "[PARTNERSHIP NAME], LP" compliant with Ark. Code Ann. § 4-47-108.

2.3 Purpose. [DESCRIBE BUSINESS PURPOSE].

2.4 Principal Office. [ADDRESS], Arkansas.

2.5 Registered Agent. [REGISTERED AGENT NAME] at [REGISTERED AGENT ADDRESS] per Ark. Code Ann. § 4-47-114.

3. PARTNERS; CAPITAL CONTRIBUTIONS

3.1 General Partner(s) have unlimited liability per Ark. Code Ann. § 4-47-404.

3.2 Limited Partner(s) have limited liability per Ark. Code Ann. § 4-47-303.

3.3 Capital Contributions per Schedule A.

4. ALLOCATIONS; DISTRIBUTIONS; TAX MATTERS

Profits and Losses allocated per Percentage Interests. Distributions as determined by General Partner.

5. MANAGEMENT BY GENERAL PARTNER

General Partner has exclusive management authority. Major decisions require Limited Partner consent.

6. RIGHTS AND LIMITATIONS OF LIMITED PARTNERS

6.1 Limited Liability per Ark. Code Ann. § 4-47-303.

6.2 No participation in control. Information rights per Ark. Code Ann. § 4-47-304.

7. REPRESENTATIONS AND WARRANTIES

Authority; No Conflict; Accredited Investor status; Investment Intent.

8. BOOKS, RECORDS, AND ACCOUNTING

Maintained per Arkansas ULPA. Annual financial statements provided within [90] days of fiscal year end.

9. TRANSFER OF INTERESTS

General Partner transfers require unanimous consent. Limited Partner transfers require General Partner consent.

10. WITHDRAWAL; REMOVAL OF PARTNERS

General Partner withdrawal with [180] days notice. Removal for cause by Limited Partners.

11. DISSOLUTION AND WINDING UP

Dissolution is governed by Ark. Code Ann. § 4-47-801. After completing winding up, the Partnership may file a statement of termination with the Arkansas Secretary of State under Ark. Code Ann. § 4-47-203.

12. INDEMNIFICATION; LIABILITY

Partnership indemnifies General Partner for good-faith actions. Limited Partners indemnified for third-party claims.

13. DISPUTE RESOLUTION

Arbitration in Arkansas under AAA Rules. This Agreement does not waive any Partner’s right to a jury trial in a court proceeding.

14. GENERAL PROVISIONS

Amendments; Entire Agreement; Severability; Notices; Electronic signatures per Ark. Code Ann. § 25-32-101 et seq.

15. ARKANSAS-SPECIFIC PROVISIONS

15.1 Certificate of Limited Partnership filed with Arkansas Secretary of State per Ark. Code Ann. § 4-47-201.

15.2 File the limited partnership's annual report with the Arkansas Secretary of State as required. A limited partnership is not listed among the entities subject to the Arkansas corporate franchise tax; check separately for any tax owed in another entity capacity.

15.3 Limited Partners' liability protection per Ark. Code Ann. § 4-47-303.

16. EXECUTION

GENERAL PARTNER(S):

Name Signature Date
[GP NAME] ___________________________ __________

LIMITED PARTNER(S):

Name Signature Date
[LP NAME] ___________________________ __________

SCHEDULE A

PARTNERS; CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS

Partner Type Name Capital Contribution Percentage Interest
General Partner [GP NAME] $[AMOUNT] [%]
Limited Partner [LP NAME] $[AMOUNT] [%]

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About this template

Last updated
October 24, 2026
Jurisdiction
Arkansas
Category
Contracts & Agreements

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

Not legal advice

This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Checked against the law it cites

The statutes this template relies on are listed under Legal authority.

Arkansas Secretary of State, Franchise Tax / Annual Report Forms (checked October 24, 2026): "requires all Corporations, LLC's, Banks, and Insurance Companies registered in Arkansas to pay an annual franchise tax."

Arkansas Secretary of State, Annual Reports for Domestic and Foreign LP, LLP, LLLP (checked October 24, 2026): "Annual Reports (for Domestic and Foreign LP. LLP. LLLP) Choose to file online by clicking the ONLINE link and proceed to file electronically"

Ark. Code Ann. § 4-47-101, enacted by Act 15 of 2007, § 1 (checked October 11, 2026): "This chapter may be cited as the Uniform Limited Partnership Act (2001)."

Ark. Code Ann. § 4-47-203, enacted by Act 15 of 2007, § 1 (checked October 21, 2026): "A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination"

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