Limited Partnership Agreement

The Limited Partnership Agreement is a legal document that establishes a partnership between a general partner and two limited partners. The agreement outlines the purpose of the partnership, the roles and responsibilities of each partner, and the management and operation of the business. It also includes provisions for capital contributions, profit and loss allocation, decision-making, termination, and confidentiality. The agreement is effective from the date of signing and continues until terminated in accordance with its terms.

 

The interpretation section of the agreement provides definitions for key terms used throughout the document. These definitions clarify the meaning of terms such as accounting period, affiliate, accounts, auditors, budget, business day, business plan, effective date, executive manager, general partner, partnership interest, partnership, percentage share, successor general partner, and more.

 

The agreement specifies that the business of the partnership shall be conducted in the best interests of the partnership on sound commercial profit-making principles. The partners are required to use all reasonable endeavors to implement the business plan and ensure its prompt and effective implementation. The name of the partnership is also specified in the agreement.

 

The agreement outlines the capital contributions of each partner and establishes capital accounts for the general partner and limited partners. It also includes provisions for further finance, requiring each partner to contribute their percentage share of funding required by the budget or as agreed by the general partner. The agreement states that the partners are not obliged to provide guarantees for the partnership's financing commitments.

 

The agreement addresses the allocation of profits and losses, stating that they shall be determined from the partnership's accounts and allocated to the partners in proportion to their percentage shares. It also allows for the distribution of surplus cash to the partners upon the general partner's determination.

 

The management section of the agreement establishes the general partner as the party responsible for the overall supervision of the business. The general partner has the authority to act on behalf of the partnership in all matters related to the business. The limited partners are not involved in the management or operation of the business, and the general partner cannot be removed by the limited partners. The agreement also addresses the payment of fees to the general partner for services rendered to the partnership.

 

The agreement grants the general partner the power and authority to take actions necessary for the management and conduct of the partnership's business and affairs. These actions include acquiring property, financing the partnership's activities, employing personnel or firms, and taking any other action permitted by law and customary in the conduct of the partnership's business.

 

The agreement establishes procedures for meetings of the general partners, including quorum requirements and the passing of resolutions. It also sets out reserved matters that require unanimity of the general partners, such as changes in the nature or scope of the business, appointment or removal of the chief executive, approval of the business plan and budget, and more.

 

The agreement delegates day-to-day executive management of the business to the chief executive, who is responsible for implementing the business plan and budget. The chief executive is assisted by other executive managers, whose appointment and terms of reference are subject to the general partner's approval.

 

The agreement specifies that the property and assets of the partnership are beneficially owned by the partners in proportion to their percentage shares. It also addresses undertakings by the partners, including promoting the best interests of the partnership, acting in good faith, and not engaging in competing businesses.

 

The agreement allows for the reimbursement of expenses incurred by the partners in the performance of their obligations. It also establishes requirements for the preparation of accounts, budgets, and management information, as well as the appointment of auditors.

 

The agreement includes provisions for confidentiality, announcements, notices, service, waiver and amendment, dispute resolution, jurisdiction, and the exclusion of rights of third parties. It also includes a severability clause, stating that if any provision of the agreement is invalid or unenforceable, it has no effect and is deemed not to be included in the agreement.

 

The agreement is signed by the duly authorized representatives of the parties and is effective from the date of signing.

How to use this document?

To use the Limited Partnership Agreement, follow these steps:

1. Review the agreement in its entirety to understand its purpose, provisions, and requirements.

2. Ensure that all parties involved in the partnership have a clear understanding of their roles and responsibilities as outlined in the agreement.

3. Determine the initial capital contributions of each partner and establish capital accounts accordingly.

4. Agree on the funding requirements for the partnership, as outlined in the budget, and ensure that each partner contributes their percentage share of the required funding.

5. Follow the procedures for meetings of the general partners, including quorum requirements and the passing of resolutions.

6. Delegate day-to-day executive management of the business to the chief executive, who will be responsible for implementing the business plan and budget.

7. Keep accurate accounting records and prepare financial statements in accordance with the agreement.

8. Maintain confidentiality of all commercial and technical information related to the partnership and the business.

9. Comply with the notice and service requirements for any communications or legal proceedings related to the agreement.

10. Seek legal advice if any issues or disputes arise during the partnership.

Remember, this guidance is for informational purposes only and should not be considered legal advice. It is important to consult with a qualified legal professional to ensure compliance with applicable laws and regulations.