Limited Partnership Agreement Long Form

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Limited Partnership Agreement Long Form

Limited Partnership Agreement Long Form

LIMITED PARTNERSHIP AGREEMENT

This Limited Partnership Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between the parties listed below.

PARTIES

**General Partner:**

Name: {{general_partner_name}}

Registration Number: {{general_partner_registration_number}}

Address: {{general_partner_address}}

Contact Person: {{general_partner_contact_person}}

Email: {{general_partner_email}}

**Limited Partners:**

Name: {{limited_partner_1_name}}

Identification/Registration Number: {{limited_partner_1_id_number}}

Address: {{limited_partner_1_address}}

Contribution: {{limited_partner_1_contribution_currency}} {{limited_partner_1_contribution_amount}}

(Add more limited partners as required, following the same format)

DEFINITIONS AND INTERPRETATION

**"Act"** means the applicable Limited Partnerships Act or similar legislation in the jurisdiction of registration.

**"Business"** means the business activities of the Limited Partnership as described in Section 3.

**"Capital Contribution"** means the amount of cash or property contributed or agreed to be contributed by a Partner to the capital of the Limited Partnership.

**"General Partner"** means the partner responsible for the management and control of the Limited Partnership and whose liability is unlimited.

**"Limited Partner"** means a partner whose liability for the debts and obligations of the Limited Partnership is limited to the amount of their Capital Contribution.

**"Limited Partnership"** means the partnership established under this Agreement.

Any reference to the singular includes the plural and vice versa. Any reference to one gender includes the other.

FORMATION AND NAME OF LIMITED PARTNERSHIP

The parties hereby form a Limited Partnership under the name of {{partnership_name}} (the "Limited Partnership").

The principal place of business of the Limited Partnership shall be at {{principal_place_of_business_address}} or such other place as the General Partner may from time to time determine.

The nature of the Business to be carried on by the Limited Partnership is {{business_description_of_partnership}}.

TERM

The Limited Partnership shall commence on the date of this Agreement and shall continue for a period of {{term_in_years}} years, unless terminated earlier in accordance with the provisions of this Agreement.

The Limited Partnership may be extended by mutual written agreement of all Partners.

CAPITAL CONTRIBUTIONS

Each Limited Partner agrees to contribute to the capital of the Limited Partnership the amounts specified opposite their names in Section 2.

The General Partner shall contribute {{general_partner_contribution_currency}} {{general_partner_contribution_amount}} to the capital of the Limited Partnership.

No Partner shall be entitled to withdraw their Capital Contribution except as provided in this Agreement.

DISTRIBUTIONS AND PROFIT SHARING

Net profits and losses of the Limited Partnership shall be allocated among the Partners in the following proportions: {{profit_sharing_ratio}}.

Distributions of available cash shall be made at the discretion of the General Partner, but no less frequently than {{distribution_frequency}}.

The General Partner may retain such amounts from distributable cash as are necessary for the conduct of the Business.

MANAGEMENT AND CONTROL

The General Partner shall have the sole and exclusive right to manage and control the Business of the Limited Partnership.

Limited Partners shall not take part in the management or control of the Business and shall not have power to bind the Limited Partnership.

The General Partner shall devote such time and attention to the Business as may be necessary for its efficient operation.

LIABILITY OF PARTNERS

The liability of the General Partner for the debts and obligations of the Limited Partnership shall be unlimited.

The liability of each Limited Partner for the debts and obligations of the Limited Partnership shall be limited to the amount of their Capital Contribution.

ADMISSION OF NEW PARTNERS

New General Partners or Limited Partners may be admitted to the Limited Partnership only with the unanimous written consent of all existing Partners.

The terms and conditions of admission, including Capital Contributions and profit-sharing ratios, shall be determined at the time of admission.

DURATION AND TERMINATION

The Limited Partnership shall terminate upon the occurrence of any of the following events:

a. The expiration of the term stated in Section 5, unless extended.

b. The unanimous written agreement of all Partners.

c. The bankruptcy, dissolution, or withdrawal of the General Partner, unless a new General Partner is appointed within {{days_to_appoint_new_gp}} days.

Upon termination, the Limited Partnership will be wound up, its assets liquidated, and proceeds distributed in the following order: (i) to creditors, (ii) to Limited Partners to the extent of their Capital Contributions, (iii) to Partners in accordance with their profit-sharing ratios.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{applicable_country_law}}.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the {{arbitration_institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause.

The seat of the arbitration shall be {{arbitration_city_country}}.

The language of the arbitration shall be English.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Limited Partnership Agreement on the date first above written.

___________________________

{{general_partner_name}}

General Partner

___________________________

{{limited_partner_1_name}}

Limited Partner 1

(Add more signature blocks for additional Limited Partners)