Alabama limited partnership agreement template

Alabama Limited Partnership Agreement

This Alabama Limited Partnership Agreement (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below.

• [Full Legal Name of General Partner 1], residing at [Physical Address of General Partner 1], email: [Email Address of General Partner 1] (hereinafter "General Partner 1");
• [Full Legal Name of General Partner 2], residing at [Physical Address of General Partner 2], email: [Email Address of General Partner 2] (hereinafter "General Partner 2");
• [Full Legal Name of Limited Partner 1], residing at [Physical Address of Limited Partner 1], email: [Email Address of Limited Partner 1] (hereinafter "Limited Partner 1");
• [Full Legal Name of Limited Partner 2], residing at [Physical Address of Limited Partner 2], email: [Email Address of Limited Partner 2] (hereinafter "Limited Partner 2");

(Each a “Partner” and collectively, the “Partners”). This Agreement is governed by the Alabama Uniform Limited Partnership Act (Ala. Code Title 10A, Chapter 9A).

1. Formation of Limited Partnership

• Option A: The Partners hereby form a limited partnership under the laws of the State of Alabama.
• Option B: The Partners agree to continue the business previously conducted under [Previous Business Name] as a limited partnership under the laws of the State of Alabama.

2. Name of the Limited Partnership

• Option A: The name of the limited partnership shall be [Partnership Name], L.P. or Limited Partnership. The name must comply with Ala. Code § 10A-9A-1.02.
• Option B: The Partners reserve the right to change the name of the limited partnership in the future, subject to compliance with Alabama law.

3. Principal Place of Business

• Option A: The principal place of business of the limited partnership shall be located at [Physical Address of Principal Place of Business], Alabama.
• Option B: The limited partnership may establish additional places of business as deemed necessary by the General Partner(s).

4. Registered Agent and Office

• Option A: The registered agent of the limited partnership in the State of Alabama shall be [Name of Registered Agent], with a registered office at [Address of Registered Office].
• Option B: The General Partner(s) shall have the authority to change the registered agent and registered office as necessary, complying with Ala. Code § 10A-9A-1.14.

5. Purpose and Scope of Business

• Option A: The purpose of the limited partnership is to engage in the business of [Detailed Description of Business Purpose].
• Option B: The limited partnership may engage in any lawful business activity permitted under the laws of the State of Alabama, except [List of Prohibited Activities].
• The geographic scope of the business shall be [Geographic Scope].

6. Term and Dissolution

• Option A: The term of the limited partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: The limited partnership shall continue perpetually unless dissolved pursuant to the terms of this Agreement or applicable Alabama law (Ala. Code § 10A-9A-8.01).
• The partnership may be terminated early upon [Conditions for Early Termination].

7. Capital Contributions

• Option A: The initial capital contributions of the Partners shall be as follows:
• [Full Legal Name of Partner]: [Amount of Cash Contribution], [Description of Property Contribution], [Description of Services Contribution].
• Option B: All capital contributions shall be made within [Number] days of the execution of this Agreement.
• Additional capital contributions may be required upon [Conditions for Additional Capital Contributions].
• Failure to make required capital contributions shall result in [Consequences for Non-Contributing Partners].

8. Allocation of Profits and Losses

• Option A: Profits and losses of the limited partnership shall be allocated among the Partners in proportion to their respective percentage interests.
• Option B: Profits and losses shall be allocated as follows:
• [Full Legal Name of Partner]: [Percentage]%

9. Distributions

• Option A: Distributions of cash or other property shall be made to the Partners at such times and in such amounts as the General Partner(s) may determine.
• Option B: Distributions shall be made according to the following schedule and priority: [Distribution Schedule and Priority].

10. Management

• Option A: The General Partner(s) shall have the exclusive right and responsibility to manage and control the business and affairs of the limited partnership, consistent with Ala. Code § 10A-9A-4.02.
• Option B: The Limited Partners shall not participate in the control of the business.
• Specific powers of the General Partner(s) include, but are not limited to: [List of Powers of General Partner(s)].
• Limitations on the powers of the General Partner(s) include: [List of Limitations on Powers of General Partner(s)].

11. Voting and Decision Making

• Option A: Decisions requiring the consent of the Partners shall be made by a [Majority/Supermajority] vote of the General Partner(s).
• Option B: Certain key decisions require the consent of the Limited Partners: [List of Decisions Requiring Limited Partner Consent].
• Quorum for meetings shall be [Quorum Percentage] of the partners.

12. Limited Partner Liability

• Option A: The liability of the Limited Partners for the debts and obligations of the limited partnership shall be limited to the amount of their capital contributions, unless the statutory safe harbor in Ala. Code § 10A-9A-3.03 is breached.
• Option B: The Limited Partners shall be indemnified by the limited partnership against any losses, claims, damages, or liabilities arising out of their status as Limited Partners.

13. General Partner Liability

• Option A: The General Partner(s) shall be liable for the debts and obligations of the limited partnership.
• Option B: The General Partner(s) shall be indemnified by the limited partnership against any losses, claims, damages, or liabilities arising out of their management of the limited partnership, except in cases of gross negligence or willful misconduct.

14. Transfers of Partnership Interests

• Option A: No Partner may transfer or assign their partnership interest without the prior written consent of the other Partners.
• Option B: A Partner desiring to transfer their interest must first offer it to the other Partners at a price determined by [Valuation Method].
• Any transfer must comply with the requirements of Ala. Code § 10A-9A-7.02.

15. Admission of New Partners

• Option A: New Partners may be admitted to the limited partnership only upon the unanimous consent of the existing Partners.
• Option B: The admission of a new Partner shall require an amendment to the Certificate of Limited Partnership filed with the Alabama Secretary of State.

16. Withdrawal or Expulsion of Partners

• Option A: A Partner may withdraw from the limited partnership only upon [Number] days' written notice to the other Partners.
• Option B: A Partner may be expelled from the limited partnership for [Reasons for Expulsion].
• Withdrawal or expulsion shall be subject to the provisions of Ala. Code § 10A-9A-6.01.

17. Books and Records

• Option A: The limited partnership shall maintain complete and accurate books and records at its principal place of business, as mandated under Ala. Code § 10A-9A-4.07.
• Option B: All Partners shall have the right to inspect the books and records of the limited partnership during normal business hours.

18. Accounting and Taxation

• Option A: The limited partnership's taxable year shall be the calendar year.
• Option B: The General Partner(s) shall be responsible for preparing and filing all necessary tax returns, including IRS Form K-1s and Alabama state partnership tax returns.

19. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be settled by mediation in [City], Alabama.
• Option B: If mediation is unsuccessful, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.
• The venue for any legal action shall be [County] County, Alabama.

20. Amendment

• Option A: This Agreement may be amended only by a written instrument signed by all of the Partners.
• Option B: Certain sections of this agreement require a supermajority vote to amend: [List of Sections Requiring Supermajority].

21. Dissolution and Winding Up

• Option A: Upon dissolution of the limited partnership, the assets shall be liquidated and distributed in the following order of priority: (1) to creditors, (2) to Partners in proportion to their capital contributions.
• Option B: The dissolution shall comply with the requirements of Ala. Code § 10A-9A-8.01.
• The liquidator shall be [Name of Liquidator].

22. Confidentiality

• Option A: All Partners shall maintain the confidentiality of the limited partnership's confidential information.
• Option B: This confidentiality obligation shall survive the termination of this Agreement.

23. Governing Law

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.
• Option B: All provisions are subject to and enforceable under the Alabama Uniform Limited Partnership Act (Ala. Code Title 10A, Chapter 9A), and this agreement does not authorize conduct that would violate Alabama law or public policy.

24. Entire Agreement

• Option A: This Agreement constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

25. Severability

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

26. Counterparts

• Option A: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

[Full Legal Name of General Partner 1]

[Full Legal Name of General Partner 2]

[Full Legal Name of Limited Partner 1]

[Full Legal Name of Limited Partner 2]