Limited Partnership Agreement (Idaho)

LIMITED PARTNERSHIP AGREEMENT

STATE OF IDAHO

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties, pursuant to the provisions of the Idaho Uniform Limited Partnership Act, Idaho Code Title 30, Chapter 24, as amended from time to time.

TABLE OF CONTENTS

1. Definitions
2. Formation of Limited Partnership
3. Purpose and Powers
4. Term and Duration
5. Capital Contributions
6. Capital Accounts
7. Allocations of Profits and Losses
8. Distributions
9. Management and Operations
10. Rights and Obligations of Limited Partners
11. Transfer of Partnership Interests
12. Withdrawal and Dissociation
13. Dissolution and Winding Up
14. Books, Records, and Tax Matters
15. Indemnification and Liability
16. General Provisions
17. Signature Blocks
18. Exhibit A — Partner Schedule

ARTICLE 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Act" means the Idaho Uniform Limited Partnership Act, Idaho Code Title 30, Chapter 24, as amended from time to time.

1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

1.3 "Agreement" means this Limited Partnership Agreement, including all exhibits and schedules attached hereto, as amended from time to time.

1.4 "Assignee" means a Person who has acquired a Transferable Interest in the Partnership but who has not been admitted as a Partner.

1.5 "Capital Account" means the individual capital account maintained for each Partner in accordance with Section 6.1 of this Agreement and Treasury Regulations Section 1.704-1(b)(2)(iv).

1.6 "Capital Contribution" means the total amount of cash, property, services, or promissory notes contributed or agreed to be contributed by a Partner to the Partnership, as set forth in Exhibit A and as may be subsequently amended.

1.7 "Certificate" means the Certificate of Limited Partnership filed with the Idaho Secretary of State pursuant to Idaho Code § 30-24-201 and any amendments thereto filed pursuant to Idaho Code § 30-24-202.

1.8 "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor federal tax statute.

1.9 "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

1.10 "Distributable Cash" means the cash of the Partnership available for distribution to Partners as determined by the General Partner, after setting aside reasonable reserves for Partnership obligations, working capital needs, contingencies, and anticipated future expenses.

1.11 "Fiscal Year" means the fiscal year of the Partnership, which shall be the calendar year unless otherwise determined by the General Partner in compliance with Code Section 706.

1.12 "General Partner" means any Person designated as a general partner of the Partnership in the Certificate and admitted as a general partner pursuant to this Agreement, in such Person's capacity as a general partner of the Partnership.

1.13 "Limited Partner" means any Person admitted as a limited partner of the Partnership pursuant to this Agreement and Idaho Code § 30-24-301, in such Person's capacity as a limited partner of the Partnership.

1.14 "Majority in Interest" means Partners holding more than fifty percent (50%) of the aggregate Percentage Interests then held by all Partners (or, if specified, all Partners of a particular class).

1.15 "Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, the taxable income or loss of the Partnership for such period as determined for federal income tax purposes, with such adjustments as are required by Treasury Regulations Section 1.704-1(b)(2)(iv).

1.16 "Partner" means any General Partner or Limited Partner.

1.17 "Partnership" means the limited partnership formed under this Agreement and the Act.

1.18 "Partnership Interest" means a Partner's entire interest in the Partnership, including the Partner's Transferable Interest, and all management and other rights appurtenant thereto.

1.19 "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Exhibit A, as may be amended from time to time.

1.20 "Person" means an individual, corporation, limited liability company, partnership, joint venture, trust, estate, association, or any other legal entity.

1.21 "Transfer" means any sale, assignment, pledge, hypothecation, encumbrance, gift, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

1.22 "Transferable Interest" means a Partner's right to receive distributions from the Partnership as provided in Idaho Code § 30-24-701.

1.23 "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.

ARTICLE 2: FORMATION OF LIMITED PARTNERSHIP

2.1 Formation. The Partners hereby form a limited partnership under the name set forth in Section 2.2 pursuant to the provisions of the Act. The General Partner shall file or cause to be filed the Certificate with the Idaho Secretary of State in accordance with Idaho Code § 30-24-201.

2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name of the Partnership shall comply with Idaho Code § 30-21-301 and § 30-21-302(b) and shall contain the words "limited partnership" or the abbreviation "L.P." or "LP."

2.3 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the principal office upon written notice to all Partners.

2.4 Registered Agent and Office. Pursuant to Idaho Code § 30-21-404, the Partnership's registered agent and registered office in the State of Idaho shall be:

Registered Agent: [________________________________]
Street Address: [________________________________]
City, State, ZIP: [________________________________], Idaho [____]
Mailing Address: [________________________________]

The General Partner may change the registered agent or registered office in compliance with Idaho Code § 30-21-405.

2.5 Certificate of Limited Partnership. The Certificate shall be filed with the Idaho Secretary of State at:

Office of the Idaho Secretary of State
450 N. 4th Street
P.O. Box 83720
Boise, Idaho 83720-0080
Phone: (208) 334-2301
Website: sos.idaho.gov

Filing Fee: $100.00 (typed, no attachments) or $120.00 (not typed or with attachments)
Expedited Service: Additional $40.00
Same-Day Service: Additional $100.00

The Certificate shall contain the information required by Idaho Code § 30-24-201, including:

• (a) The name of the limited partnership;
• (b) The street and mailing addresses of the principal office;
• (c) The name and address of the registered agent;
• (d) The name and street and mailing addresses of each General Partner;
• (e) Whether the limited partnership is a limited liability limited partnership.

2.6 Amendments to Certificate. The General Partner shall file amendments to the Certificate as required by Idaho Code § 30-24-202 whenever there is:

• (a) A change in the name of the Partnership;
• (b) A change in the address of the principal office;
• (c) The admission or withdrawal of a General Partner;
• (d) A conversion to or from a limited liability limited partnership; or
• (e) Any other change required by law.

2.7 Annual Reports. The General Partner shall file annual reports with the Idaho Secretary of State as required to maintain the Partnership in good standing.

ARTICLE 3: PURPOSE AND POWERS

3.1 Purpose. The purpose of the Partnership is to:

[________________________________]
[________________________________]
[________________________________]

and to engage in any and all lawful activities incidental or related thereto for which limited partnerships may be organized under the Act.

3.2 Powers. The Partnership shall have all powers necessary, suitable, or convenient to accomplish its purposes, including without limitation the power to:

• (a) Acquire, hold, own, operate, lease, mortgage, sell, exchange, and dispose of real and personal property;
• (b) Borrow money and issue evidences of indebtedness, and secure any such indebtedness by mortgage, pledge, or other encumbrance;
• (c) Enter into contracts and agreements;
• (d) Sue and be sued, complain, and defend;
• (e) Employ agents, employees, and independent contractors;
• (f) Open and maintain bank accounts and invest Partnership funds; and
• (g) Take any and all other actions necessary or incidental to the foregoing.

ARTICLE 4: TERM AND DURATION

4.1 Term. The Partnership shall commence on the date the Certificate is filed with the Idaho Secretary of State and shall continue until:

☐ Perpetual — the Partnership shall have perpetual existence unless dissolved in accordance with Article 13.

☐ Fixed Term — the Partnership shall continue until [__/__/____], unless earlier dissolved in accordance with Article 13.

☐ Upon the occurrence of: [________________________________]

4.2 Continuation. The Partnership shall not be dissolved by the admission or withdrawal of any Partner except as expressly provided in Article 13.

ARTICLE 5: CAPITAL CONTRIBUTIONS

5.1 Initial Capital Contributions. Each Partner shall make initial Capital Contributions to the Partnership in the amounts, forms, and on the dates set forth in Exhibit A. The initial Capital Contributions are as follows:

5.2 Additional Capital Contributions.

(a) No Partner shall be required to make additional Capital Contributions to the Partnership beyond the amounts set forth in Exhibit A without the unanimous written consent of all Partners, except as otherwise provided in this Section.

(b) The General Partner may request additional Capital Contributions from the Partners by providing at least thirty (30) days' written notice specifying the amount and purpose of the requested contribution. If approved by a Majority in Interest of the Limited Partners, each Partner shall contribute its pro rata share based on Percentage Interest.

(c) A Partner who fails to make a required additional Capital Contribution within the time specified shall be deemed a "Defaulting Partner," and the non-defaulting Partners shall have the remedies set forth in Section 5.3.

5.3 Default in Additional Contributions. If a Partner defaults in making a required additional Capital Contribution, the non-defaulting Partners may, at their election:

• (a) Advance the defaulting Partner's share as a loan bearing interest at the lesser of twelve percent (12%) per annum or the maximum rate permitted by Idaho law;
• (b) Treat the default as an offer by the defaulting Partner to sell its Partnership Interest at a price determined pursuant to Section 11.4; or
• (c) Pursue any other remedies available at law or in equity.

5.4 Form of Contribution. Capital Contributions may be made in cash, tangible or intangible property, services rendered, promissory notes, or other obligations to contribute cash, property, or services, as permitted by Idaho Code § 30-24-501.

5.5 No Interest on Capital. No Partner shall be entitled to receive interest on any Capital Contribution.

5.6 Return of Capital Contributions. Except as otherwise provided in this Agreement or required by the Act, no Partner shall have the right to demand or receive the return of all or any part of such Partner's Capital Contribution.

5.7 Liability for Contribution. A Partner's obligation to make a Capital Contribution is not excused by the Partner's death, disability, or other inability to perform personally, in accordance with Idaho Code § 30-24-502.

ARTICLE 6: CAPITAL ACCOUNTS

6.1 Maintenance of Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Credited with:

• (i) The amount of cash contributed by such Partner;
• (ii) The fair market value of property contributed by such Partner (net of liabilities secured by such property);
• (iii) The amount of Net Profits and other items of income or gain allocated to such Partner; and
• (iv) Any other amounts required by applicable Treasury Regulations.

(b) Debited with:

• (i) The amount of cash distributed to such Partner;
• (ii) The fair market value of property distributed to such Partner (net of liabilities secured by such property);
• (iii) The amount of Net Losses and other items of deduction or loss allocated to such Partner; and
• (iv) Any other amounts required by applicable Treasury Regulations.

6.2 Transfer of Capital Account. Upon the Transfer of a Partnership Interest, the Capital Account of the transferring Partner attributable to the transferred interest shall carry over to the transferee.

6.3 Compliance with Treasury Regulations. The provisions of this Article 6 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent therewith.

ARTICLE 7: ALLOCATIONS OF PROFITS AND LOSSES

7.1 Allocation of Net Profits. Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests, unless otherwise required by the Code or this Agreement.

7.2 Allocation of Net Losses. Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to any Partner to the extent such allocation would create or increase a deficit balance in such Partner's Capital Account in excess of the amount such Partner is obligated to restore.

7.3 Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

(b) Minimum Gain Chargeback. Notwithstanding any other provision of this Article 7, if there is a net decrease in Partnership minimum gain during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in the manner and to the extent required by Treasury Regulations Sections 1.704-2(f) and 1.704-2(j)(2)(i).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 7 (other than Section 7.3(b)), if there is a net decrease in Partner nonrecourse debt minimum gain during any Fiscal Year, each Partner who has a share of such Partner nonrecourse debt minimum gain shall be allocated items of Partnership income and gain for such year in the manner and amounts required by Treasury Regulations Section 1.704-2(i)(4).

7.4 Tax Allocations Under Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take into account any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and the initial fair market value of such property.

7.5 Allocations Upon Transfer. If a Partnership Interest is Transferred during any Fiscal Year, the Net Profits and Net Losses attributable to such interest for such year shall be allocated between the transferor and transferee based on the portion of the Fiscal Year during which each held the interest, using any method permitted under Code Section 706 as determined by the General Partner.

ARTICLE 8: DISTRIBUTIONS

8.1 Distributions of Distributable Cash. Subject to Section 8.3, Distributable Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine, in proportion to their respective Percentage Interests.

8.2 Timing of Distributions. The General Partner shall use reasonable efforts to cause distributions to be made at least:

☐ Quarterly
☐ Semi-annually
☐ Annually
☐ Other: [________________________________]

8.3 Limitations on Distributions. No distribution shall be made if, after giving effect to the distribution:

• (a) The Partnership would not be able to pay its debts as they become due in the ordinary course of business; or
• (b) The Partnership's total assets would be less than the sum of its total liabilities.

8.4 Distributions in Kind. The General Partner may make distributions in kind at the fair market value of the distributed property as determined by the General Partner in good faith. No Partner may demand a distribution in kind.

8.5 Withholding. The Partnership shall be entitled to withhold from distributions to any Partner any amounts required to be withheld under federal, state, or local tax laws. Any amounts so withheld shall be treated as having been distributed to such Partner.

ARTICLE 9: MANAGEMENT AND OPERATIONS

9.1 General Partner Authority. The General Partner shall have full, exclusive, and complete authority, power, and discretion to manage, control, administer, and operate the business and affairs of the Partnership and to make all decisions regarding the business of the Partnership, subject to the limitations set forth in Section 9.2.

9.2 Limitations on General Partner Authority. Notwithstanding Section 9.1, the General Partner shall not take any of the following actions without the prior written consent of a Majority in Interest of the Limited Partners (unless a higher percentage is specified):

(a) Sell, exchange, or otherwise dispose of all or substantially all of the Partnership's assets outside the ordinary course of business;

(b) Merge or consolidate the Partnership with any other entity;

(c) Incur indebtedness in excess of $[________________] individually or $[________________] in the aggregate in any Fiscal Year;

(d) Enter into any transaction with the General Partner or any Affiliate of the General Partner;

(e) Make any capital expenditure in excess of $[________________];

(f) Confess a judgment against the Partnership;

(g) Amend this Agreement;

(h) Admit additional General Partners or Limited Partners;

(i) File a voluntary petition for bankruptcy or make an assignment for the benefit of creditors;

(j) Change the nature or scope of the Partnership's business;

(k) Commingle Partnership funds with those of any other Person; or

(l) Take any action that would make it impossible to carry on the ordinary business of the Partnership.

9.3 Standard of Care. The General Partner shall discharge its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the General Partner reasonably believes to be in the best interests of the Partnership.

9.4 Compensation of General Partner. The General Partner shall be entitled to receive compensation for services rendered to the Partnership as follows:

☐ Management Fee: $[________________] per [month/quarter/year]
☐ Percentage of Gross Revenues: [____]%
☐ Other: [________________________________]
☐ No compensation (distributions only)

In addition, the General Partner shall be reimbursed for all reasonable out-of-pocket expenses incurred in connection with the Partnership's business.

9.5 Officers. The General Partner may appoint officers of the Partnership, including but not limited to a President, Vice President, Secretary, and Treasurer, and may delegate such authority to such officers as the General Partner deems appropriate. Any officer may be removed by the General Partner at any time, with or without cause.

9.6 Bank Accounts. All Partnership funds shall be deposited in one or more accounts maintained in the Partnership's name at financial institutions selected by the General Partner. Withdrawals from such accounts shall be made only by persons authorized by the General Partner.

ARTICLE 10: RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

10.1 No Management Rights. In accordance with Idaho Code § 30-24-302, a Limited Partner does not have the right or power to act for or bind the Partnership solely by reason of being a Limited Partner.

10.2 Voting Rights. The Limited Partners shall have the right to vote on the following matters:

• (a) Amendment of this Agreement;
• (b) Dissolution of the Partnership;
• (c) Admission of additional General Partners;
• (d) Removal of the General Partner for cause;
• (e) Sale or disposition of all or substantially all Partnership assets;
• (f) Merger or consolidation of the Partnership;
• (g) Any other matters requiring Limited Partner consent under this Agreement or the Act.

10.3 Meetings.

(a) The General Partner may call meetings of the Partners at any time. The General Partner shall call a meeting upon the written request of Limited Partners holding at least twenty-five percent (25%) of the aggregate Percentage Interests held by all Limited Partners.

(b) Written notice of any meeting shall be given to all Partners at least fifteen (15) days and not more than sixty (60) days before the meeting date.

(c) A quorum for any meeting shall consist of Partners (present in person or by proxy) holding a majority of the aggregate Percentage Interests.

(d) Any action required or permitted to be taken at a meeting may be taken without a meeting if the written consent of Partners holding the requisite Percentage Interests is obtained.

10.4 Information Rights. In accordance with Idaho Code § 30-24-304, each Limited Partner has the right, upon reasonable demand, to obtain from the Partnership:

• (a) A copy of this Agreement and all amendments;
• (b) A copy of the Certificate and all amendments;
• (c) Copies of the Partnership's federal, state, and local income tax returns for the three (3) most recent Fiscal Years;
• (d) Copies of any financial statements maintained by the Partnership for the three (3) most recent Fiscal Years;
• (e) A current list of the names and last known addresses of all Partners;
• (f) Information regarding the Partnership's business and financial condition as is just and reasonable.

10.5 Liability of Limited Partners. The debts, obligations, and liabilities of the Partnership, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Partnership. A Limited Partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liability of the Partnership solely by reason of being a Limited Partner, even if the Limited Partner participates in the management and control of the Partnership, as provided in the Act.

ARTICLE 11: TRANSFER OF PARTNERSHIP INTERESTS

11.1 Restrictions on Transfer. No Partner shall Transfer all or any portion of its Partnership Interest except in compliance with this Article 11. Any attempted Transfer in violation of this Article 11 shall be void and of no effect.

11.2 Conditions for Transfer. A Transfer of a Partnership Interest shall be permitted only if:

• (a) The transferring Partner provides at least thirty (30) days' prior written notice to the General Partner and all other Partners;
• (b) The Transfer complies with applicable federal and state securities laws;
• (c) The Transfer would not cause a termination of the Partnership under Code Section 708;
• (d) The transferee executes a written instrument agreeing to be bound by this Agreement;
• (e) The Transfer satisfies the right of first refusal provisions of Section 11.3; and
• (f) The General Partner consents in writing (which consent shall not be unreasonably withheld).

11.3 Right of First Refusal.

(a) Before any Transfer (other than a Permitted Transfer under Section 11.5), the transferring Partner (the "Offering Partner") shall first offer the Partnership Interest to the remaining Partners by delivering a written notice (the "Offer Notice") specifying the price, terms, and conditions of the proposed Transfer.

(b) Each remaining Partner shall have the right, exercisable within thirty (30) days after receipt of the Offer Notice, to purchase all or a portion of the offered Partnership Interest in proportion to such Partner's Percentage Interest.

(c) If the remaining Partners do not collectively elect to purchase all of the offered Partnership Interest within such thirty (30) day period, the Offering Partner may Transfer the offered interest to the proposed transferee on terms no more favorable to the transferee than those specified in the Offer Notice, provided such Transfer is completed within ninety (90) days after the expiration of the right of first refusal period.

11.4 Valuation. If the Partners cannot agree on the fair market value of a Partnership Interest for purposes of this Article 11, the value shall be determined by an independent appraiser selected by mutual agreement of the parties. If the parties cannot agree on an appraiser, each party shall select an appraiser, and the two appraisers shall select a third appraiser, whose determination shall be final and binding.

11.5 Permitted Transfers. The following Transfers shall not require compliance with Section 11.3 (Right of First Refusal) but shall otherwise comply with this Article 11:

• (a) Transfers to a Partner's spouse, children, grandchildren, or trusts for their benefit;
• (b) Transfers between entities under common Control with the transferring Partner;
• (c) Transfers by operation of law upon the death of a Partner to such Partner's estate or heirs.

11.6 Admission of Transferee as Partner. A transferee of a Partnership Interest shall be admitted as a substitute Partner only with the written consent of the General Partner and upon compliance with the Act and this Agreement.

11.7 Effect of Transfer. Until a transferee is admitted as a Partner, the transferee shall be an Assignee and shall only be entitled to receive distributions and allocations of income, gain, loss, deduction, and credit attributable to the Transferred interest, pursuant to Idaho Code § 30-24-701 and § 30-24-702.

ARTICLE 12: WITHDRAWAL AND DISSOCIATION

12.1 Dissociation of Limited Partner. A person is dissociated as a Limited Partner upon the occurrence of any event described in Idaho Code § 30-24-601, including:

• (a) The Partnership's receipt of notice of the person's express will to withdraw as a Limited Partner;
• (b) The occurrence of an event agreed to in this Agreement as causing the person's dissociation;
• (c) The person's expulsion as a Limited Partner pursuant to this Agreement;
• (d) The person's expulsion by judicial order; or
• (e) Other events specified in the Act.

12.2 Dissociation of General Partner. A person is dissociated as a General Partner upon the occurrence of any event described in Idaho Code § 30-24-603, including:

• (a) The Partnership's receipt of notice of the person's express will to withdraw as a General Partner;
• (b) The occurrence of an event agreed to in this Agreement as causing the person's dissociation;
• (c) Removal of the General Partner by the unanimous consent of the other Partners;
• (d) The person's expulsion by judicial order; or
• (e) Other events specified in the Act.

12.3 Effect of Dissociation — Limited Partner. Upon dissociation, a dissociated Limited Partner's right to participate in the management and conduct of the Partnership's activities terminates, and the dissociated Limited Partner's Transferable Interest is subject to purchase or distributions in accordance with this Agreement.

12.4 Effect of Dissociation — General Partner. If a General Partner dissociates and there remains at least one General Partner, the Partnership shall continue with the remaining General Partners. If no General Partner remains, the Partnership shall be dissolved unless, within ninety (90) days after the dissociation, Partners owning a majority of the rights to receive distributions consent in writing to continue the business of the Partnership and to the appointment of a successor General Partner.

12.5 Wrongful Dissociation. A Partner who dissociates in violation of this Agreement shall be liable to the Partnership and the other Partners for damages caused by the wrongful dissociation.

ARTICLE 13: DISSOLUTION AND WINDING UP

13.1 Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following events, as set forth in Idaho Code § 30-24-801:

(a) The occurrence of an event or circumstance that this Agreement states causes dissolution;

(b) The consent of all General Partners and of Limited Partners owning a majority of the rights to receive distributions held by Limited Partners;

(c) The dissociation of a person as a General Partner, unless:

• (i) At least one other General Partner remains and this Agreement permits the business to continue; or
• (ii) Within ninety (90) days after the dissociation, Partners owning a majority of the rights to receive distributions consent to continue the Partnership and admit at least one General Partner;

(d) The passage of ninety (90) consecutive days during which the Partnership has no Limited Partners;

(e) Entry of a judicial decree of dissolution under Idaho Code § 30-24-802; or

(f) The filing of a statement of administrative dissolution by the Secretary of State.

13.2 Winding Up. Upon dissolution, the General Partner (or, if there is no General Partner, a person appointed by a majority of the Limited Partners) shall wind up the Partnership's affairs pursuant to Idaho Code § 30-24-803. During winding up:

• (a) The Partnership shall continue solely for the purpose of winding up its business;
• (b) The General Partner may take any action appropriate to wind up the Partnership's business, including collecting debts, selling assets, and discharging obligations;
• (c) The General Partner shall provide an accounting to all Partners.

13.3 Distribution Upon Liquidation. Upon completion of winding up, the assets of the Partnership shall be distributed in the following order of priority:

(a) First, to creditors of the Partnership, including Partners who are creditors, in satisfaction of liabilities of the Partnership (other than liabilities for distributions to Partners under the Act);

(b) Second, to Partners and former Partners in satisfaction of their claims for unpaid distributions;

(c) Third, to Partners for the return of their Capital Contributions; and

(d) Fourth, the balance, if any, to Partners in proportion to their respective Percentage Interests.

13.4 Certificate of Cancellation. Upon completion of winding up, the General Partner shall file a Certificate of Cancellation with the Idaho Secretary of State pursuant to Idaho Code § 30-24-203.

13.5 Deficit Capital Account. No Limited Partner shall be required to pay to the Partnership or to any creditor of the Partnership any deficit balance in such Limited Partner's Capital Account. The General Partner shall be required to contribute to the Partnership any deficit balance in the General Partner's Capital Account within ninety (90) days after the date of dissolution.

ARTICLE 14: BOOKS, RECORDS, AND TAX MATTERS

14.1 Books and Records. The Partnership shall maintain at its principal office the following books and records:

• (a) A current list of the full name and last known mailing address of each Partner;
• (b) Copies of the Certificate and all amendments thereto;
• (c) Copies of this Agreement and all amendments thereto;
• (d) Copies of all federal, state, and local income tax returns and reports for the three (3) most recent Fiscal Years;
• (e) Copies of any financial statements of the Partnership for the three (3) most recent Fiscal Years;
• (f) Books and records as are sufficient to record the Partnership's business and affairs;
• (g) A record of the Capital Contributions made by each Partner; and
• (h) Minutes of any meetings of Partners.

14.2 Tax Returns. The General Partner shall cause the Partnership's federal, state, and local income tax returns to be prepared and filed in a timely manner. The General Partner shall provide each Partner with a Schedule K-1 (or successor form) within seventy-five (75) days after the end of each Fiscal Year.

14.3 Tax Matters Partner / Partnership Representative. The General Partner shall serve as the "Tax Matters Partner" under Code Section 6231 (for tax years to which that provision applies) and as the "Partnership Representative" under Code Section 6223 (for tax years beginning after December 31, 2017). The Partnership Representative shall have the authority to make all elections, take all actions, and represent the Partnership in connection with all tax matters and proceedings.

14.4 Tax Elections. The General Partner shall have the authority to make all tax elections on behalf of the Partnership, including but not limited to:

• (a) Elections under Code Section 754;
• (b) Elections regarding depreciation methods and useful lives;
• (c) The election to be classified as a partnership for federal income tax purposes; and
• (d) Any other election the General Partner deems appropriate.

14.5 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year, unless otherwise required by the Code or determined by the General Partner.

14.6 Banking. All funds of the Partnership shall be deposited in accounts in the name of the Partnership at such banks, trust companies, or other financial institutions as the General Partner shall determine. All withdrawals from Partnership accounts shall require the signature of the General Partner or such other persons as the General Partner may designate.

ARTICLE 15: INDEMNIFICATION AND LIABILITY

15.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and its Affiliates, officers, directors, members, managers, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, costs, damages, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to the management of the Partnership or the General Partner's actions on behalf of the Partnership; provided, however, that no indemnification shall be provided for:

• (a) Acts or omissions constituting fraud, willful misconduct, or gross negligence;
• (b) Acts or omissions constituting a material breach of this Agreement; or
• (c) Any transaction from which the General Partner derived an improper personal benefit.

15.2 Limitation of Liability of Limited Partners. A Limited Partner shall not be personally liable for the debts, obligations, or liabilities of the Partnership solely by reason of being a Limited Partner, regardless of whether such Limited Partner participates in the management or control of the Partnership, as provided in the Act.

15.3 Limitation of Liability of General Partner. The General Partner shall not be liable to the Partnership or any Partner for any act or omission taken in good faith and in a manner reasonably believed to be in the best interests of the Partnership, unless such act or omission constitutes fraud, willful misconduct, or gross negligence.

15.4 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of the Indemnified Parties against any liability that may be asserted against or incurred by any Indemnified Party in connection with the Partnership's activities.

15.5 Survival. The indemnification provisions of this Article 15 shall survive the dissolution, winding up, and termination of the Partnership and the withdrawal or removal of any Partner.

ARTICLE 16: GENERAL PROVISIONS

16.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho, including the Idaho Uniform Limited Partnership Act (Idaho Code Title 30, Chapter 24), without regard to conflict of laws principles.

16.2 Dispute Resolution.

(a) Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in [________________________________], Idaho, in accordance with the mediation rules of the American Arbitration Association.

(b) Arbitration. If mediation is unsuccessful, any unresolved dispute shall be submitted to binding arbitration in [________________________________], Idaho, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

☐ Alternative: Litigation. All disputes shall be resolved exclusively in the state or federal courts located in [________________________________] County, Idaho, and each Partner consents to the personal jurisdiction of such courts.

16.3 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given:

• (a) When delivered personally;
• (b) One (1) business day after deposit with a nationally recognized overnight courier service;
• (c) Three (3) business days after deposit in the United States mail, first-class, postage prepaid, certified or registered mail, return receipt requested; or
• (d) Upon transmission by email with confirmed receipt.

All notices shall be addressed to the Partner at the address set forth in Exhibit A or at such other address as such Partner may designate by written notice.

16.4 Amendment. This Agreement may be amended only by a written instrument signed by the General Partner and a Majority in Interest of the Limited Partners, unless a higher approval threshold is specifically required elsewhere in this Agreement.

16.5 Entire Agreement. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

16.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

16.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Partner. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

16.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

16.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall have the same force and effect as original signatures.

16.10 Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Partnership or any creditor of any Partner.

16.11 Headings. The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

16.12 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, and the singular includes the plural and vice versa.

16.13 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

16.14 Jurisdiction-Specific Compliance. The Partners acknowledge that the Partnership must comply with all applicable Idaho laws and regulations, including but not limited to:

• Idaho business registration requirements;
• Idaho income tax requirements (Idaho Code Title 63);
• Idaho sales tax requirements, if applicable;
• Workers' compensation and employment requirements, if applicable.

SIGNATURES

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

GENERAL PARTNER(S):

General Partner:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

LIMITED PARTNER(S):

Limited Partner 1:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

Limited Partner 2:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

Limited Partner 3:

Signature: [________________________________]
Printed Name: [________________________________]
Title (if entity): [________________________________]
Address: [________________________________]
Date: [__/__/____]

NOTARY ACKNOWLEDGMENT

STATE OF IDAHO
COUNTY OF [________________________________]

On this [____] day of [________________], [____], before me, the undersigned notary public, personally appeared:

[________________________________]

known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Signature: [________________________________]
Printed Name: [________________________________]
My Commission Expires: [__/__/____]

[NOTARY SEAL]

EXHIBIT A: PARTNER SCHEDULE

Total Percentage Interests: 100%

SOURCES AND REFERENCES

1. Idaho Uniform Limited Partnership Act — Idaho Code Title 30, Chapter 24
   - Full text: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH24/

2. Idaho Uniform Business Organizations Code (General Provisions) — Idaho Code Title 30, Chapter 21
   - Full text: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH21/

3. Idaho Secretary of State — Business Forms
   - Certificate of Limited Partnership (Form 230): https://sos.idaho.gov/business-forms/
   - Phone: (208) 334-2301

4. Certificate of Limited Partnership Filing Requirements
   - Idaho Code § 30-24-201 (Formation)
   - Idaho Code § 30-24-202 (Amendment or Restatement)
   - Idaho Code § 30-24-203 (Certificate of Cancellation)

5. Filing Fees (as of 2026)
   - Certificate of Limited Partnership: $100.00 (typed) / $120.00 (not typed)
   - Expedited Processing: Additional $40.00
   - Same-Day Processing: Additional $100.00

6. IRS Partnership Tax Resources
   - 26 U.S.C. § 704 — Partner's Distributive Share
   - 26 U.S.C. § 706 — Taxable Years of Partner and Partnership
   - 26 U.S.C. § 754 — Manner of Electing Optional Adjustment to Basis of Partnership Property
   - Treasury Regulations § 1.704-1(b) — Partners' Distributive Shares

7. Uniform Limited Partnership Act (2001) — Uniform Law Commission
   - https://www.uniformlaws.org/committees/community-home?CommunityKey=066b18d7-468c-4e80-b078-8cf739bc8a11

This document is provided for informational purposes only and does not constitute legal advice. It should be reviewed and customized by a qualified attorney licensed in Idaho before use. Laws change frequently, and this document may not reflect the most current statutory requirements.

Prepared for use on ezel.ai — Legal Template Repository