Limited Partnership Agreement

A Limited Partnership Agreement is a contract between two or more individuals who would like to manage and operate a business together in order to make a profit. Each partner shares a portion of the partnership's profits and losses, and each partner is personally liable for the debt and obligations of the Partnership.

A Limited Partnership is a form of a partnership similar to a General Partnership, except that there are one or more limited partners in addition to one or more general partners. Limited partners have limited liability, which means that they are only liable on debts incurred by the business to the extent of their registered investment and usually have no management authority or input on day-to-day operations of the partnership. The general partners take care of the daily operations of the business and pay the limited partners a return on their investment, similar to a dividend, the nature of which is defined in the agreement.

For more information about this form of business, please see the guide Frequently Asked Questions About Business Partnerships.

Note: One benefit of a Partnership is that Partnership income is only taxed once. Partnership income is distributed to the individual Partners who are then taxed on the partnership income. This contrasts with a corporation where income is taxed at two levels: first as a corporate entity and then at the shareholder level where shareholders are taxed on any dividends they receive.

The document is a critical foundational document for running a new business and serves to set the business up for success by ensuring clear communication and defined responsibilities for all the partners, both general and limited. This Agreement documents both contingency plans for when things go wrong, and descriptions of the Partnership's day-to-day operations. A Partnership Agreement protects all the partners involved in the business, and any individuals who plan to do business together should complete a Partnership Agreement.

This document should be used for the creation of a limited partnership. Though limited partnerships are less common than general partnerships, they provide additional protections for limited partners who act as investors rather than management of the business. Ownership interests (i.e., how much of the business everyone owns) and profits in a limited partnership are usually split unevenly, according to an agreement between the partners.

This document is used to create a new limited partnership. If one of the partners wishes to leave a partnership, they should use a Notice of Withdrawal from Partnership to inform the other members that they are leaving the arrangement. In order to dissolve the partnership entirely, so it no longer exists, a Partnership Dissolution Agreement document should be used.

How to use this document

A Limited Partnership Agreement can be created either as a first step to outline Partner expectations and responsibilities before the Partners begin doing business together or after the Partnership has already been in business if a Partnership Agreement was never created and the Partners wish to codify or clarify how the Partnership operates.

No matter when in the life of a business a Limited Partnership Agreement is created, the Agreement will cover the following ground:

• Partnership name: the legal name under which the Partnership will do business
• Purpose of the Partnership: a brief description of the business that the Partnership will conduct
• Partner information: the legal names and addresses of all the Partners, including the general and limited partners, currently involved in the Partnership
• Capital contributions: a description of the cash, property, services, and other resources initially contributed to the Partnership by each of the Partners
• Ownership interest: a description of the percent of the Partnership owned by each of the Partners
• Profit/Loss distribution: a description of how the profits and losses of the Partnership will be distributed between the Partners, often based on capital contributions and/or ownership interest, and how often distribution will take place
• Management and voting requirements: a description of how the Partnership will be managed, whether limited partners will have any voting authority, how voting weight will be determined, and whether unanimous or majority votes will be required to make important decisions about the finances and operations of the Partnership
• Partner addition and withdrawal: the guidelines for how the Partnership will handle the addition of limited and/or general Partners, the voluntary withdrawal of Partners, and the involuntary withdrawal of Partners
• Partnership dissolution: an outline of the circumstances under which the Partnership can be dissolved and a description of how the remaining assets of the Partnership will be divided between the Partnership if the Partnership is dissolved

Once the Limited Partnership Agreement is completed, all of the Partners should sign and date the Agreement and keep copies of the Agreement for their records. If the Partners wish to change any of the terms of the Agreement, they should be sure to do so in writing.

Applicable law

Limited Partnership Agreements are subject to the laws of individual states. There is no one federal law covering the requirements for a Partnership Agreement. This is because each individual state governs the businesses formed within that state.

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