Limited Partnership Agreement
This Limited Partnership Agreement ("Agreement") is entered into on [date], by and between [Your Company Name], with its principal place of business located at [Your Company Address], hereinafter referred to as the "General Partner"; and [Limited Partner(s) Name(s)], with its principal place of business located at [Address], hereinafter referred to as the "Limited Partner(s)".
I. Formation of Partnership
1.1 Name: The name of the partnership shall be [Partnership Name], hereinafter referred to as the "Partnership."
1.2 Term: The Partnership shall commence on [date] and shall continue until dissolved by the terms of this Agreement.
1.3 Purpose: The purpose of the Partnership shall be to acquire, manage, and develop real estate properties for rental income and capital appreciation. The Partnership may engage in the acquisition, leasing, development, and disposition of real estate assets, as well as any related activities necessary or incidental to achieving the aforementioned objectives. Additionally, the Partnership may undertake joint ventures, enter into financing arrangements, and engage third-party service providers to further its business objectives.
II. Contributions
2.1 Capital Contribution
(a) The General Partner shall contribute [amount] in cash or other property.
(b) Each Limited Partner shall contribute [amount] in cash or other property.
2.2 Additional Contributions
Additional contributions may be required with the unanimous consent of all partners.
III. Distribution of Profits and Losses
3.1 Profit Allocation
(a) Profits and losses shall be allocated by the percentage of ownership interest of each partner.
(b) Profit distributions shall be made every quarter, within 30 days following the end of each calendar quarter.
3.2 Reserves
The General Partner may establish reasonable reserves for the operation and expansion of the Partnership.
IV. Management and Authority
4.1 General Partner Authority: The General Partner shall have sole management authority over the Partnership and shall make all decisions on behalf of the Partnership.
4.2 Limited Partner Restrictions: Limited Partners shall not participate in the management or operation of the Partnership.
V. Meetings and Voting
5.1 Meetings: Meetings of the partners may be called by the General Partner or by written request of any Limited Partner.
5.2 Voting: Each General Partner shall be entitled to one vote. Limited Partners shall not have voting rights.
VI. Admission of New Partners
6.1 Consent: The admission of new partners shall require the unanimous consent of all existing partners.
6.2 Agreement Amendment: Any amendment to this Agreement to admit new partners shall be in writing and signed by all partners.
VII. Withdrawal and Removal of Partners
7.1 Withdrawal
(a) Any partner may withdraw from the Partnership upon 30 days written notice to the other partners.
(b) The withdrawing partner shall receive their share of the Partnership's assets upon withdrawal.
7.2 Removal
A partner may be removed from the Partnership for cause by a unanimous vote of the remaining partners.
VIII. Dissolution and Winding Up
8.1 Events of Dissolution: The Partnership shall be dissolved upon: a. Unanimous vote of all partners. b. Expiration of the Partnership term. c. Occurrence of any event that makes it unlawful or impossible to carry on the Partnership's business.
8.2 Winding Up: Upon dissolution, the Partnership shall be wound up by applicable law, and the assets shall be distributed to the partners by their respective interests.
IX. General Provisions
9.1 Governing Law: This Agreement shall be governed by and construed by the laws of [jurisdiction].
9.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Your Company Name]
By: [Your Name]
General Partner
[Date Signed]
[Name(s) of Limited Partner(s)]
By: [Limited Partner's Representative]
Limited Partners
[Date Signed]
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