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.
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.
