About This Document

This Limited Partnership Agreement establishes the rights, responsibilities, and operational structure of a limited partnership.
It governs how the partnership is managed, how profits and losses are allocated, how partners are admitted or removed, and how disputes are resolved, following the laws of the chosen jurisdiction.

Who Should Use This Template

• Founders setting up a Limited Partnership (LP) where General Partners manage and Limited Partners invest

• Real estate investors, venture funds, or businesses requiring passive investors with limited liability

• Startups or project-specific ventures needing a flexible ownership and management structure

• Businesses seeking to clearly define management rights, capital contributions, and profit distributions

What the Template Includes

• Clear definitions of General Partners, Limited Partners, Partnership Interests, and other key terms

• Formation, purpose, and powers of the Partnership

• Management structure vested exclusively in General Partners

• Roles, duties, and limitations for General and Limited Partners

• Capital contributions requirements and procedures

• Allocation of profits, losses, and distributions

• Admission, withdrawal, and removal of partners

• Intellectual property protection, confidentiality, and dispute resolution procedures

• Handling of deadlock situations via mediation and arbitration

• Financial management, recordkeeping, and tax obligations

• Detailed provisions for dissolution and liquidation

• Editable Word format for flexible customization

Instructions for Completing the Template

• Insert the Partnership name and the governing jurisdiction (e.g., Delaware, Florida).

• List the names and addresses of the initial General and Limited Partners.

• Specify initial and additional capital contributions by each partner.

• Customize the profit and loss sharing formula if it differs from ownership percentages.

• Review and adapt the management powers and limitations to match your project or business model.

• Confirm dispute resolution clauses (mediation/arbitration location and rules).

• Attach or reference any valuation methods for partnership interests (e.g., for death, incapacity, or buyouts).

• Have all General Partners and Limited Partners sign and date the agreement to make it enforceable.

Important Reminder

This document is provided as a template to assist with standard limited partnership organizational needs.
It does not constitute legal advice. You should consult a qualified attorney to customize this Agreement to your specific transaction, especially if significant investments, outside investors, or regulatory issues are involved.