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Limited Partnership Agreement

Neutral - 5 Parties

Five Parties Limited Partnership Agreement (a general partnership) will be established under local law. It provides a basic Limited Partnership framework only. This agreement is drafted in Neutral Form.

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Document Description

The Limited Partnership Agreement is a legal document that establishes a partnership between a general partner and several limited partners. The agreement outlines the purpose of the partnership, the roles and responsibilities of each partner, and the management of the partnership. It also includes provisions for the contribution of capital, the distribution of profits and losses, and the termination of the partnership. The agreement is important as it sets out the terms and conditions that govern the partnership and ensures that all parties are aware of their rights and obligations.


The agreement begins with an interpretation section, which defines key terms used throughout the document. It then outlines the commencement of the agreement and the business of the partnership. The partnership capital section specifies the initial contributions of each partner and the allocation of percentage shares. Further finance provisions outline the partners' obligations to contribute additional funding as required. The profits and losses section determines how profits and losses will be allocated among the partners.


The management section establishes the general partner's authority to manage the partnership and outlines the decision-making process. It also addresses the appointment and removal of general partners and the payment of fees for services rendered. The executive management section delegates day-to-day executive management responsibilities to the chief executive and outlines the appointment and terms of reference of other executive managers.


The partnership property section clarifies that the property and assets of the partnership are owned by the partners in proportion to their percentage shares. The undertakings by partners section sets out obligations for partners to act in the best interests of the partnership and consult on matters affecting the business. The expenses section allows partners to be reimbursed for costs incurred in the performance of their obligations.


The accounts section establishes the auditors of the partnership and outlines the preparation of financial statements and management accounts. The budgets and information section requires the chief executive to produce a draft budget and updated business plan for each accounting period. The liability and indemnities section limits the liability of the general partner and provides for indemnification by the partnership.


The termination section outlines the circumstances under which the partnership may be dissolved and the procedures for winding up the business and distributing assets. The waivers and amendments section clarifies that no variation of the agreement is valid unless in writing and signed by all parties. The dispute resolution section establishes the jurisdiction for resolving any disputes arising from the agreement. The no rights of third parties section states that only the parties to the agreement have the right to enforce its terms. The severability section ensures that if any provision of the agreement is invalid or unenforceable, it does not affect the validity of the remaining provisions.


This detailed description provides a comprehensive overview of the Limited Partnership Agreement, highlighting its importance and summarizing the content of each section.

How to use this document?

To use the Limited Partnership Agreement, follow these steps:


1. Review the agreement: Familiarize yourself with the entire agreement to understand its purpose, terms, and provisions.

2. Customize the agreement: Fill in the relevant details, such as the names and addresses of the parties, the business name, and the capital contributions.

3. Seek legal advice: Consult with a lawyer to ensure that the agreement complies with applicable laws and meets your specific needs.

4. Sign the agreement: Have all parties sign the agreement to indicate their acceptance and commitment to its terms.

5. Keep a copy: Make sure to keep a copy of the signed agreement for your records.

6. Adhere to the agreement: Follow the terms and conditions outlined in the agreement, including the management and financial obligations.

7. Review and update: Periodically review the agreement to ensure it remains relevant and make any necessary updates or amendments.


By following these steps, you can effectively use the Limited Partnership Agreement to establish and manage a partnership while protecting the rights and interests of all parties involved.

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