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Limited Partnership Agreement

General Partner - 2 Parties

Two 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 a general partner and a limited partner for the purpose of conducting a business. The agreement outlines the roles and responsibilities of each partner, the capital contributions, profit and loss allocation, management structure, termination provisions, and other important terms and conditions. It is important to have a Limited Partnership Agreement in place to ensure that both partners are aware of their rights and obligations, and to provide a framework for the successful operation of the partnership.


The agreement begins with an interpretation section, which defines key terms used throughout the document. It includes definitions for accounting period, affiliate, accounts, auditors, budget, business day, business plan, effective date, executive manager, general partner, general partner's capital account, lp1's capital account, partnership interest, partnership, percentage share, successor general partner, clauses and headings, and statutes, orders, and regulations.


The agreement then covers various aspects of the partnership, including the business of the partnership, partnership capital, further finance, profits and losses, management, executive management, partnership property, undertakings by partners, expenses, accounts, budgets and information, liability and indemnities, default, assignments, confidentiality and announcements, termination, waivers and amendments, dispute resolutions, jurisdiction clause, no rights of third parties, and severability.


The agreement also includes provisions for notices and service, entire agreement, and the signature of the parties. It is important to carefully review and understand the terms of the Limited Partnership Agreement before entering into the partnership, and to seek legal advice if necessary.

How to use this document?

To use the Limited Partnership Agreement, follow these steps:


1. Review the entire agreement to understand its terms and conditions.

2. Ensure that both the general partner and the limited partner fully understand their roles and responsibilities.

3. Discuss and agree upon the capital contributions that each partner will make to the partnership.

4. Determine the profit and loss allocation for each partner based on their percentage shares.

5. Establish the management structure of the partnership, including the role of the general partner and any executive managers.

6. Discuss and agree upon any additional provisions, such as restrictions on competing businesses or confidentiality obligations.

7. Consult with legal professionals to ensure that the agreement complies with applicable laws and regulations.

8. Once all terms and conditions have been agreed upon, sign the agreement in the presence of witnesses.

9. Keep a copy of the signed agreement for future reference and provide copies to all parties involved in the partnership.


It is important to regularly review and update the Limited Partnership Agreement as necessary to reflect any changes in the partnership or the business. Additionally, consult legal professionals if any disputes or issues arise during the course of the partnership.

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