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Limited Partnership Agreement

General Partner - 3 Parties

Three 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 favour of the General Partner.

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Document Description

The Limited Partnership Agreement is a legally binding document that establishes a partnership between the general partner and two 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 by each partner, the allocation of profits and losses, and the termination of the partnership. The agreement contains definitions of key terms, such as accounting period, affiliate, and partnership interest, to ensure clarity and understanding. It also includes clauses and headings for easy reference and interpretation. The agreement emphasizes the importance of confidentiality and prohibits the partners from engaging in competing businesses. It provides for the appointment of a chief executive and other executive managers who will be responsible for the day-to-day management of the partnership. The agreement also includes provisions for the preparation of budgets, management accounts, and financial statements, as well as the appointment of auditors. In the event of a dispute, the agreement provides for a dispute resolution mechanism. Overall, the Limited Partnership Agreement is a comprehensive document that covers all aspects of the partnership and ensures the smooth operation and management of the business.

How to use this document?

To use the Limited Partnership Agreement, follow these steps:


1. Review the agreement: Familiarize yourself with the content and structure of the agreement to understand its purpose and provisions.

2. Identify the parties: Enter the names and addresses of the general partner and the two limited partners in the agreement.

3. Define the business: Clearly describe the nature of the business to be conducted by the partnership.

4. Determine capital contributions: Specify the initial capital contributions to be made by each partner and how they will be credited to their respective capital accounts.

5. Agree on further finance: Determine the funding requirements of the partnership and the obligations of each partner to contribute their percentage share.

6. Allocate profits and losses: Determine how profits and losses will be allocated among the partners based on their percentage shares.

7. Establish management structure: Designate the general partner as the lead manager and specify their authority and responsibilities. Clarify that limited partners do not have management rights.

8. Prepare budgets and financial statements: Develop a business plan, budget, and financial statements for each accounting period. Submit them to the general partner for approval.

9. Maintain proper accounts: Keep accurate accounting records and prepare audited accounts in accordance with generally accepted accounting standards.

10. Ensure confidentiality: Maintain the confidentiality of commercial and technical information related to the partnership and the partners' affairs.

11. Comply with notice requirements: Serve notices in writing to the appropriate party in accordance with the specified methods and addresses.

12. Seek legal advice if necessary: Consult with a legal professional to ensure compliance with applicable laws and regulations and to address any specific concerns or requirements.

13. Termination and dissolution: Follow the agreed-upon procedures for terminating the partnership, winding up its affairs, and distributing its assets.

14. Resolve disputes: If any disputes arise, follow the dispute resolution mechanism outlined in the agreement to reach a resolution.


Please note that this guidance is for informational purposes only and does not constitute legal advice. It is recommended to consult with a qualified legal professional when using or modifying the Limited Partnership Agreement to ensure compliance with applicable laws and regulations.

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