Partnership Agreement - Limited (Arizona)

LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement is made by the General Partner and each Limited Partner named in Schedule A. It governs the Arizona limited partnership identified below and takes effect on [__/__/____], subject to the partnership's formation under Section 1.

1. Formation and partnership details

1.1 Partnership. The Partners intend to form [________________________________], LP (the “Partnership”) under Arizona Title 29, chapter 3. The Partnership must have at least one General Partner and one Limited Partner (A.R.S. § 29-301(7)). Its name in the certificate must include “limited partnership,” “l.p.,” or “LP” (A.R.S. § 29-302(1)).

1.2 Certificate. The General Partner will execute and file the certificate of limited partnership with the Arizona Secretary of State. Formation occurs on filing or at a later effective time stated in the certificate, if § 29-308's requirements are substantially met. The Partners will record the filing date and effective time here: [________________________________].

1.3 Specified office in Arizona: [________________________________]. Arizona agent for service of process and address: [________________________________]. The General Partner will maintain the office and agent required by A.R.S. § 29-304 and keep the required records at the specified office.

1.4 Business purpose: [________________________________]. Principal operating location: [________________________________]. Term: ☐ continuing until dissolved under this Agreement or law; ☐ ending on [__/__/____], as stated in the certificate.

2. Partners and contributions

2.1 Schedule A identifies each Partner's status, address, agreed contribution, due date, profit and loss percentage, and distribution percentage. The General Partner will maintain a contribution ledger and give each Partner a copy of Schedule A as amended by the Partners.

2.2 Each Partner will contribute the cash, property, or services listed for that Partner. A property contribution is described in Schedule A with its agreed value and any lien or restriction. No additional contribution is owed unless the affected Partner signs a written amendment specifying it.

2.3 A late or disputed contribution will be addressed first by written notice stating the amount or performance due and a [____]-day opportunity to cure. The Partners may agree in writing to a revised contribution, dilution formula, or other remedy; none is presumed by this Agreement.

3. Management and reserved decisions

3.1 The General Partner manages ordinary operations, signs ordinary-course contracts on behalf of the Partnership, maintains accounts and records, and reports material developments to the Limited Partners. An internal approval condition in this Agreement does not by itself erase any third-party liability imposed on a General Partner by A.R.S. § 29-324.

3.2 The General Partner must obtain written approval of Limited Partners holding at least [____]% of the Limited Partners' distribution percentages before: (a) selling substantially all assets; (b) borrowing outside the ordinary course above $[________]; (c) changing the nature of the business; (d) admitting or removing a General Partner; (e) amending this Agreement or the certificate; or (f) voluntarily dissolving the Partnership. These approval rights correspond to matters listed in A.R.S. § 29-319(B)(6). A Limited Partner has no authority under this Agreement to sign for or manage the daily business of the Partnership.

3.3 Section 29-319 governs a Limited Partner's liability to third parties, including its control rule and name-use rule. This Agreement does not promise a liability shield if the Partner's actual conduct triggers an exception in that section. Each Partner will identify their status accurately when dealing with others.

4. Economics, distributions, and tax records

4.1 Profits and losses will be allocated among the Partners using the percentages in Schedule A, subject to any signed amendment required for the transaction and applicable tax law. The General Partner will maintain a separate capital account for each Partner and provide an annual statement.

4.2 The General Partner may propose a distribution of available cash after reserving amounts for known debts, planned expenditures, and agreed working capital. A distribution requires approval by [the General Partner / Partners holding ____% of distribution percentages] and will be paid using the distribution percentages in Schedule A unless all affected Partners sign a different allocation for that distribution.

4.3 The General Partner will arrange preparation of the Partnership's tax returns and provide each Partner the information needed to report the Partner's interest. The Parties will identify the tax representative, if one is required, in a separate written record: [________________________________].

5. Records and information

5.1 The General Partner will keep the Partnership's financial, contribution, ownership, and material contract records at the specified office. A Limited Partner may inspect and copy required partnership records and may request business and financial information, available tax returns, and other just and reasonable information under A.R.S. § 29-321. The General Partner will respond to a reasonable written request within [____] days or state when the records will be available.

5.2 Each Partner will protect nonpublic Partnership information received under this Agreement, except for disclosures needed for the Partner's advisers, tax reporting, a transaction approved under this Agreement, or legal compliance.

6. Transfers, admission, and withdrawal

6.1 A Partner wishing to transfer an interest will give the General Partner written notice identifying the proposed transferee, consideration, and intended date. No transferee becomes a General Partner or receives management or approval rights under this Agreement without a signed admission amendment approved under Section 3.2. Economic transfer terms and any right of first offer are: [________________________________].

6.2 A Limited Partner may request withdrawal by giving [____] days' written notice. Withdrawal, any buyout, payment schedule, and the Partner's continuing obligations require a written agreement signed by the Partnership and that Partner. This clause does not create an automatic cash distribution merely because notice was given.

6.3 A departing General Partner will give written notice to all Partners. If the event leaves no General Partner, Section 29-344(4) governs continuation: the specified Limited Partners must agree to continue and appoint at least one new General Partner within 90 days, or a longer period specified in this Agreement: [____] days. The General Partner and remaining Partners will document any change to the certificate or other required filing.

7. Dissolution and winding up

7.1 The Partnership will dissolve upon the first event described in A.R.S. § 29-344, including the time stated in its certificate, an event stated in this signed Agreement, written consent of all Partners, a qualifying loss of its last General Partner without timely continuation, or a judicial decree. Additional agreed dissolution event: [________________________________].

7.2 The General Partner, or a person selected by written agreement of all Partners, will wind up the business, collect assets, address liabilities, and provide a closing account. The remaining property will be distributed according to the Partners' documented entitlements after Partnership liabilities are addressed.

7.3 Under A.R.S. § 29-310, the certificate of cancellation is filed with the Arizona Secretary of State upon dissolution and commencement of winding up, or when there are no Limited Partners. The filing will state the information that section requires. The General Partner will give the other Partners a filed copy.

8. Liability, disputes, and general terms

8.1 A Partner is responsible to the Partnership for losses caused by that Partner's fraud, willful misconduct, or material breach of this Agreement, to the extent determined under applicable law. The Partnership may reimburse a Partner's authorized business expenses documented with receipts. Any indemnity beyond reimbursement requires a separate written approval identifying its scope and exclusions.

8.2 The Partners will first give written notice of a dispute and meet within [____] days. If unresolved, a Partner may bring the dispute in a court with jurisdiction in Arizona, unless all disputing Partners later sign a separate arbitration agreement.

8.3 Notices under this Agreement must be sent to the addresses in Schedule A by ☐ hand delivery ☐ tracked mail ☐ email with acknowledgment. A Partner must give written notice of a changed address.

8.4 Arizona law governs this Agreement. Amendments must be in writing and signed by the General Partner and the Limited Partners whose approval is required by Section 3.2. If a provision is unenforceable, the remaining provisions continue to the extent they can operate as the Partners intended. Counterparts may be signed separately.

9. Signatures

By signing, each Partner accepts this Agreement and confirms the information for that Partner in Schedule A.

General Partner: [________________________________] Signature: [________________________________] Date: [__/__/____]

Limited Partner: [________________________________] Signature: [________________________________] Date: [__/__/____]

Limited Partner: [________________________________] Signature: [________________________________] Date: [__/__/____]

Schedule A — Partners and agreed economics