Limited Partnership Agreement - State of South Dakota

SOUTH DAKOTA LIMITED PARTNERSHIP AGREEMENT

Scope gate. This agreement is for a South Dakota limited partnership with at least one General Partner and one Limited Partner. It does not itself form the entity. Formation requires a substantially compliant certificate filed under SDCL § 48-7-201. Do not use it as a general partnership, LLP, LLC, corporation, professional entity, public offering document, or substitute for securities, tax, licensing, or beneficial-ownership review.

1. EFFECTIVE DATE AND PARTNERS

Agreement effective date: [__/__/____]

General Partners

Limited Partners

The roles above must match the Partnership's records and filed certificate where the Act requires a General Partner to be named.

2. FORMATION CERTIFICATE AND ENTITY INFORMATION

Partnership name: [________________________________], [Limited Partnership / L.P. / LP]

South Dakota records office: [COMPLETE ADDRESS]

Agent for service of process: [NAME]

Agent street address: [COMPLETE SOUTH DAKOTA ADDRESS]

Business purpose: [DESCRIBE ACTUAL BUSINESS]

Latest date on which the Partnership is to dissolve: [__/__/____]

Certificate filing date: [__/__/____]

Secretary of State filing number: [________________________________]

SDCL § 48-7-201 requires the certificate to state the Partnership name, the information cross-referenced in § 59-11-6, every General Partner's name and business address, the latest dissolution date, and any other included matter. The Partnership forms on filing or a later time specified in the certificate if the statutory requirements are substantially met. Do not select “perpetual” while leaving the required latest dissolution date unresolved.

The name must comply with § 48-7-102, including the LP designator, limited-partner-name restriction, distinguishability, and purpose-description rule.

3. REQUIRED OFFICE, AGENT, AND RECORDS

The Partnership shall continuously maintain the South Dakota office and service-of-process agent required by § 48-7-104. The office need not be a place of business, but it must hold the records required by § 48-7-105.

Required records include:

• a current alphabetical list of General Partners and Limited Partners with the specified addresses;
• the certificate and amendments, plus executed powers of attorney used to execute them;
• federal, state, and local income tax returns and reports, if any, for the three most recent years;
• effective written partnership agreements and financial statements for the three most recent years; and
• the contribution, additional-contribution, distribution/return, and dissolution-event writings required by § 48-7-105(5) if those terms are not in this Agreement.

Any Partner may inspect and copy those records at reasonable request, during ordinary business hours, and at the Partner's expense as provided in § 48-7-105.

4. CERTIFICATE MAINTENANCE

The General Partner shall cause a certificate amendment to be filed within 30 days after admission of a new General Partner, withdrawal of a General Partner, or continuation under § 48-7-801 after a General Partner withdrawal event. A General Partner who learns that the certificate was false when made or has become inaccurate shall promptly amend it. See § 48-7-202.

The General Partner shall keep this Agreement, the certificate, internal ledgers, and public filings consistent. Current forms, agent requirements, electronic routes, fees, and any ongoing reports must be confirmed directly with the Secretary of State before filing.

5. CONTRIBUTIONS AND PARTNER LEDGER

5.1 Initial contributions

Each Partner shall make the contribution stated in Schedule A by the stated date. Under § 48-7-501, a contribution may be cash, property, services rendered, a promissory note, or another binding contribution or service obligation.

5.2 Limited-Partner writing gate

A Limited Partner's contribution promise is enforceable only if set out in a writing signed by that Limited Partner under § 48-7-502. Schedule A must state each promised contribution, agreed value, due date or triggering event, and performance standard.

Except as this Agreement lawfully provides, inability caused by death, disability, or another reason does not excuse an enforceable contribution promise. The cash-substitute, compromise, and creditor-reliance rules in § 48-7-502 remain applicable.

5.3 Additional contributions

No additional contribution is required unless the affected Partner signs a written amendment stating the amount or service, due date, value, ownership effect, and remedies.

6. ECONOMIC TERMS AND DISTRIBUTION LIMIT

Profits, losses, and distributions shall be allocated as stated in Schedule A, subject to tax counsel's approval. Interim distributions are made only at the times and on the events stated in this Agreement, consistent with § 48-7-601.

No distribution may be made to the extent that, after the distribution, Partnership liabilities other than liabilities to Partners on account of partnership interests exceed the fair value of Partnership assets. See § 48-7-607.

Distribution rules:

• Approval: [GENERAL PARTNER / OTHER AGREEMENT-SPECIFIED APPROVAL].
• Reserve policy: [________________________________].
• Form: cash unless a written variation approved under § 48-7-605 applies.
• Tax distributions: [FORMULA OR “NONE”], as approved by tax counsel.

A returned contribution can remain subject to the one-year or six-year liability routes in § 48-7-608, depending on whether the return complied with the Agreement and chapter 48-7.

7. MANAGEMENT AND GENERAL-PARTNER LIABILITY

The General Partner manages the Partnership, subject to the Limited-Partner approval rights expressly stated below. Under § 48-7-403, a General Partner generally has the powers, restrictions, and third-party liabilities of a partner in a partnership without limited partners, except as chapter 48-7 or this Agreement provides.

General Partner authority matrix:

General Partner compensation and reimbursement:

• Management fee: [AMOUNT / FORMULA / NONE].
• Expense reimbursement: [DOCUMENTATION AND APPROVAL STANDARD].
• Related-party transactions: [DISCLOSURE AND APPROVAL STANDARD].

No indemnity or exculpation applies to conduct that South Dakota counsel determines cannot lawfully be protected, and no internal allocation cuts off a claimant's rights.

8. LIMITED-PARTNER VOTING AND CONTROL GATE

SDCL § 48-7-302 permits this Agreement to grant voting rights to all or a specified group of Limited Partners, on a per-capita or another basis, subject to § 48-7-303.

Limited Partners holding [____]% of the applicable Limited-Partner vote must approve:

• dissolution and winding up;
• transfer of all or substantially all assets;
• non-ordinary-course indebtedness above $[________];
• a change in the nature of the business;
• admission or removal of a General Partner;
• admission or removal of a Limited Partner;
• a General Partner conflict transaction;
• amendment of this Agreement or the certificate; and
• [OTHER WRITTEN APPROVAL MATTER].

Section 48-7-303 contains a control-based third-party liability rule and a statutory list of activities that alone do not constitute control. This Agreement does not promise that every act by a Limited Partner is protected. A Limited Partner who participates in control can be liable to a person who transacts business reasonably believing from that Limited Partner's conduct that the Limited Partner is a General Partner. A Limited Partner who knowingly permits prohibited use of the Limited Partner's name in the Partnership name also faces the creditor rule in § 48-7-303(d).

9. ADMISSION OF PARTNERS

9.1 Additional Limited Partner

A person acquiring an interest directly from the Partnership becomes an additional Limited Partner only after complying with this Agreement and signing a joinder. If the Agreement did not provide a route, § 48-7-301 would require written consent of all Partners.

Admission requirements:

• approval by [GENERAL PARTNER PLUS ____% LIMITED-PARTNER VOTE];
• completed subscription, suitability, securities, and tax review;
• signed joinder and contribution writing;
• ledger update; and
• any certificate or other public filing counsel determines necessary.

9.2 Additional General Partner

An additional General Partner may be admitted under the written process in this Agreement as permitted by § 48-7-401. Required approval: [UNANIMOUS / ____%]. The § 48-7-202 amendment must be filed within 30 days.

10. ASSIGNMENT AND ASSIGNEE ADMISSION

Except as this Agreement provides, a partnership interest is assignable in whole or part under § 48-7-702. Assignment does not dissolve the Partnership or make the assignee a Partner. It gives the assignee only the distributions the assignor would have received; do not describe § 48-7-702 as automatically transferring tax allocations, voting, management, records, or authority rights.

Transfer restrictions and process:

• prior notice: [____] days;
• required consent: [________________________________];
• Partnership right of first refusal: [TERMS];
• Partner right of first refusal: [TERMS];
• valuation and payment: [TERMS];
• prohibited transferees: [________________________________]; and
• securities, tax, lender, licensing, and beneficial-ownership gates: [________________________________].

An assignee becomes a Limited Partner only through the authority-and-consent route in § 48-7-704 and after satisfying this Agreement. Admission does not release the assignor's statutory contribution liabilities.

Section 48-7-703 supplies the exclusive charging-order remedy against a Partner's partnership interest and does not give the creditor possession of Partnership property.

11. WITHDRAWAL AND ROLE-CESSATION

11.1 Limited Partner

Under § 48-7-603, a Limited Partner has no withdrawal right unless this Agreement specifies one in writing.

• ☐ No voluntary withdrawal before dissolution.
• ☐ Withdrawal permitted upon [____] days' written notice and these conditions: [________________________________].

On an authorized withdrawal, the Partner receives the distribution stated here: [FORMULA AND PAYMENT TERMS]. If the Agreement does not provide, § 48-7-604 supplies its fair-value/right-to-distributions default.

11.2 General Partner

A General Partner may withdraw at any time by written notice under § 48-7-602. If withdrawal violates this Agreement, the Partnership may recover breach damages and offset them against amounts otherwise distributable.

Contractual notice period: [____] days.

The parties shall also review every General Partner withdrawal event in § 48-7-402, including removal, bankruptcy or insolvency events, death or incapacity, and trust, entity, or estate events. The specific written consent of all Partners at the time may affect those events as stated in that section.

12. DISSOLUTION, CONTINUATION, AND WINDING UP

The Partnership dissolves on the first applicable event in § 48-7-801:

• the latest dissolution date stated in the certificate;
• an event specified in writing in this Agreement;
• written consent of all Partners;
• a General Partner withdrawal event unless the remaining-General-Partner continuation route applies or, within 90 days, all Partners agree in writing to continue and appoint additional General Partners if necessary or desired; or
• a judicial dissolution decree under § 48-7-802.

Additional agreed dissolution events: [________________________________]

Except as this Agreement provides, nonwrongfully dissolving General Partners—or, if none, the Limited Partners—may wind up. The circuit court may wind up on the application specified in § 48-7-803.

Winding-up duties include preserving and inventorying assets, addressing claims, completing or terminating contracts, collecting receivables, disposing of property, paying liabilities, preparing tax filings, maintaining reserves, distributing assets, and completing public filings.

Asset distribution follows § 48-7-804: creditors first; then qualifying distribution liabilities; then, except as the Agreement provides, return of contributions followed by distributions respecting partnership interests.

13. CERTIFICATE CANCELLATION

Under § 48-7-203, the certificate must be canceled upon dissolution and commencement of winding up, or whenever there are no Limited Partners. Do not postpone the statutory cancellation event until winding up is complete.

The certificate of cancellation shall state the required name, original filing date, reason, effective date if deferred, and any other information the filing General Partners include. Counsel shall coordinate cancellation with creditor, tax, contract, asset-transfer, and final-distribution work.

14. REPORTING, TAX, AND COMPLIANCE GATES

The General Partner shall maintain books, prepare financial statements, and coordinate required federal, state, local, and multistate tax returns with the Partnership's tax professional. This Agreement does not market South Dakota as “tax free” or state that no filing is required.

Reporting schedule:

• Partner financial report: [FREQUENCY / DEADLINE / CONTENT].
• Tax information: [DEADLINE / SUBJECT TO CURRENT TAX LAW].
• Capital and distribution ledger: updated within [____] days after an event.
• Certificate and public-filing review: [AT LEAST ANNUALLY / EVENT-DRIVEN].

The General Partner shall also maintain the actual business's licenses, permits, insurance, employment compliance, contracts, privacy/security controls, and foreign qualifications.

15. DISPUTE PROCESS AND GENERAL TERMS

Before execution, select and complete one final dispute route and delete the other:

• ☐ Court: [COURT AND COUNTY WITH JURISDICTION].
• ☐ Arbitration: [RULES / ARBITRATOR COUNT / SEAT / FEE ALLOCATION].

Pre-filing negotiation or mediation: [REQUIRED / NOT REQUIRED; PROCESS AND DEADLINE].

South Dakota counsel must review any jury waiver, attorney-fee clause, limitation period, remedy limit, restrictive covenant, confidentiality term, or emergency-relief carveout.

Required notices must be written and delivered by [METHOD] to the Partner ledger address. Notice is effective [OBJECTIVE RULE].

An amendment requires [APPROVAL THRESHOLD], plus any higher approval and certificate filing required by law or this Agreement. This Agreement, its schedules, joinders, and valid amendments state the Partners' agreement. South Dakota law governs, subject to mandatory law arising from activities, property, people, or licensing elsewhere.

16. SIGNATURES

Each signer acknowledges the signer’s stated role, the General-Partner liability and Limited-Partner control warnings, the opportunity for independent counsel and tax advice, and the need for consistency with the filed certificate.

General Partner

Signature: ________________________________________

Printed name: [________________________________]

Entity and title, if applicable: [________________________________]

Date: [__/__/____]

Limited Partner 1

Signature: ________________________________________

Printed name: [________________________________]

Entity and title, if applicable: [________________________________]

Date: [__/__/____]

Limited Partner 2

Signature: ________________________________________

Printed name: [________________________________]

Entity and title, if applicable: [________________________________]

Date: [__/__/____]

SCHEDULE A — CONTRIBUTIONS AND ECONOMIC TERMS

SCHEDULE B — CERTIFICATE CONSISTENCY CHECK

• ☐ Name and designator match.
• ☐ Agent/office information matches current filings.
• ☐ Every General Partner and business address matches.
• ☐ Latest dissolution date matches.
• ☐ Admission, withdrawal, continuation, and amendment filings are current.
• ☐ No Limited Partner is incorrectly named or presented as a General Partner.

SCHEDULE C — ASSIGNMENT AND JOINDER

[INSERT COUNSEL-APPROVED ASSIGNMENT, CONSENT, ASSIGNEE-ADMISSION, CONTRIBUTION-LIABILITY, AND JOINDER TERMS.]

SOURCES AND REFERENCES

• South Dakota Legislature — SDCL § 48-7-102, § 48-7-104, and § 48-7-105
• South Dakota Legislature — SDCL § 48-7-201, § 48-7-202, § 48-7-203, and § 48-7-206
• South Dakota Legislature — SDCL § 48-7-301, § 48-7-302, and § 48-7-303
• South Dakota Legislature — SDCL § 48-7-401, § 48-7-402, and § 48-7-403
• South Dakota Legislature — SDCL § 48-7-501, § 48-7-502, § 48-7-601, § 48-7-603, § 48-7-604, § 48-7-607, and § 48-7-608
• South Dakota Legislature — SDCL § 48-7-702, § 48-7-703, and § 48-7-704
• South Dakota Legislature — SDCL § 48-7-801, § 48-7-802, § 48-7-803, and § 48-7-804

South Dakota business counsel and the Partnership's tax professional must approve this Agreement and the filed certificate before execution or filing.