Alaska limited partnership agreement template

Alaska Limited Partnership Agreement

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

1. Parties

• General Partner(s):
  • [Name of General Partner 1]: [Address], [Contact Details], Alaska Residency Status: [Yes/No]
  • [Name of General Partner 2]: [Address], [Contact Details], Alaska Residency Status: [Yes/No]
• Limited Partner(s):
  • [Name of Limited Partner 1]: [Address], [Contact Details], Alaska Residency Status: [Yes/No]
  • [Name of Limited Partner 2]: [Address], [Contact Details], Alaska Residency Status: [Yes/No]

2. Formation of Limited Partnership

• The parties hereby form a limited partnership (the "Partnership") under the laws of the State of Alaska, pursuant to the Alaska Uniform Limited Partnership Act, Alaska Stat. § 32.11.010 et seq., as amended.
• The filing of a Certificate of Limited Partnership with the Alaska Department of Commerce, Community, and Economic Development will be completed promptly.

3. Name of Partnership

• The name of the Partnership shall be [Partnership Name], L.P. The name complies with Alaska Stat. § 32.11.090.

4. Business Purpose

• The purpose of the Partnership is to engage in the following business: [Describe Business Purpose, Services, Goods, and Industry Focus]. This includes but is not limited to: [Specific Examples of Business Activities].
• The Partnership's operations will be located at [Address(es) of Operations in Alaska], and will comply with all applicable Alaska-specific licensing, permitting, and natural resource considerations, including [List specific licenses/permits needed for operation in Alaska].

5. Principal Place of Business and Registered Agent

• The principal place of business of the Partnership is [Address].
• The registered office of the Partnership in the State of Alaska is [Address].
• The registered agent for service of process in the State of Alaska is [Name], whose address is [Address].
• Any change in the principal place of business or registered agent will be communicated according to Alaska Stat. § 32.11.160.

6. Term

• Option A: The term of the Partnership shall commence on the date hereof and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
• Option B: The term of the Partnership shall be perpetual, commencing on the date hereof, unless sooner terminated as provided herein.

7. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amount set forth below:
  • [Name of General Partner 1]: [Amount] [Form of Contribution: Cash, Property, Services]; Valuation Method (if non-cash): [Describe Valuation Method].
  • [Name of General Partner 2]: [Amount] [Form of Contribution: Cash, Property, Services]; Valuation Method (if non-cash): [Describe Valuation Method].
  • [Name of Limited Partner 1]: [Amount] [Form of Contribution: Cash, Property, Services]; Valuation Method (if non-cash): [Describe Valuation Method].
  • [Name of Limited Partner 2]: [Amount] [Form of Contribution: Cash, Property, Services]; Valuation Method (if non-cash): [Describe Valuation Method].
• Additional Capital Contributions:
  • Option A: No Partner shall be required to make any additional capital contributions.
  • Option B: Additional capital contributions may be required upon the vote of [Percentage]% of the General Partners. The amount and timing of such contributions shall be determined by the General Partners.

8. Profit and Loss Allocation

• The net profits and net losses of the Partnership shall be allocated among the Partners in proportion to their respective capital contributions.
• Option A: Profits and losses shall be allocated according to ownership percentages.
  • [Name of Partner]: [Percentage]%
• Option B: Profits shall be allocated first to preferred returns, then according to ownership percentages.
  • Preferred return rate: [Percentage]%
• Tax allocations will comply with both federal and Alaska state tax purposes (acknowledging Alaska's lack of state income tax).

9. Distributions

• Distributions of cash or other property shall be made to the Partners at such times and in such amounts as the General Partners shall determine in their sole discretion, subject to the provisions of this Agreement and applicable law. Distributions will typically occur [Frequency: e.g., Quarterly, Annually].

10. Rights, Duties, and Powers of General Partners

• The General Partners shall have the exclusive right and power to manage and control the business and affairs of the Partnership.
• The General Partners shall have the authority to bind the Partnership.
• Option A: An executive committee of the General Partners shall be formed to handle day-to-day management. Members: [List Names].
• Option B: No executive committee will be formed; all General Partners share management responsibilities equally.

11. Rights, Duties, and Restrictions of Limited Partners

• The Limited Partners shall not participate in the management or control of the Partnership's business.
• The Limited Partners' liability shall be limited as provided in Alaska Stat. § 32.11.350.
• The Limited Partners may engage in [Permissible Activities, e.g., consulting, providing expertise] without jeopardizing their limited liability.

12. Decision Making

• Partner meetings shall be held [Frequency: e.g., Quarterly, Annually].
• A quorum shall consist of [Percentage]% of the General Partners and [Percentage]% of the Limited Partners.
• Decisions shall be made by the affirmative vote of [Percentage]% of the General Partners and [Percentage]% of the Limited Partners.
• Certain fundamental transactions require unanimous consent: [List Transactions, e.g., Admitting new partners, amending the agreement, dissolution].

13. Amendment

• This Agreement may be amended only by a written instrument signed by all of the Partners.
• Amendments will be filed with the Alaska Department of Commerce as required by Alaska Stat. § 32.11.200.

14. Admission of New Partners

• New partners may be admitted to the Partnership upon the unanimous consent of the existing General Partners and [Percentage]% of the existing Limited Partners.
• The admission of a new Partner shall be evidenced by a written amendment to this Agreement.

15. Withdrawal and Transfer of Partnership Interests

• Option A: No Partner may withdraw from the Partnership or transfer his or her Partnership interest without the unanimous consent of all other Partners.
• Option B: A Partner may withdraw from the Partnership subject to [Conditions, e.g., Notice Period, Penalties].
  • Right of First Refusal: Existing partners have the right of first refusal to purchase the withdrawing partner's interest.
• Transfer of interests is restricted per Alaska Stat. § 32.11.240 and § 32.11.250.

16. Events of Default

• The following shall constitute an event of default by a Partner: [List Events, e.g., Breach of Agreement, Bankruptcy, Misconduct].
• Upon an event of default, the non-defaulting Partners may [Remedies, e.g., Expulsion of Partner, Buyout of Interest].

17. Accounting and Audit

• The fiscal year of the Partnership shall end on [Date].
• The Partnership's books and records shall be maintained in accordance with generally accepted accounting principles.
• The Partnership shall be audited annually by [Name of Accountant/Auditor], located in Alaska.

18. Tax Matters

• The Partnership shall designate a Partnership Representative for IRS purposes. The representative is: [Name].
• The Partnership will comply with all applicable state and municipal tax registration and compliance requirements (taking into account Alaska's unique tax structure).

19. Liability

• The liability of the Limited Partners shall be limited as provided in Alaska Stat. § 32.11.350.
• The Partnership shall indemnify the General Partners against any and all losses, claims, damages, liabilities, and expenses incurred by them in connection with the business of the Partnership.
• The Partnership shall maintain insurance coverage sufficient to cover potential liabilities, including: [List Types of Insurance, e.g., General Liability, Professional Liability].

20. Regulatory Compliance

• The Partnership shall comply with all applicable federal, state, and local laws and regulations, including Alaska-specific statutes related to [Relevant Industry, e.g., Fishery, Oil and Gas, Mining, Environmental].

21. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Method: Negotiation, Mediation, Arbitration].
• This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska.
• Exclusive jurisdiction and venue for any legal action shall be in the state and federal courts located in [City/Borough, Alaska].

22. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events: [List Events, e.g., Expiration of Term, Agreement of Partners, Bankruptcy of General Partner].
• Upon dissolution, the assets of the Partnership shall be distributed in accordance with the Alaska Uniform Limited Partnership Act.

23. Confidentiality

• Each Partner shall maintain the confidentiality of all confidential information of the Partnership.
• Non-competition and non-solicitation agreements will be enforceable under Alaska law, as applicable: [Specify limitations and requirements].

24. Insurance

• The Partnership shall maintain adequate insurance coverage, including but not limited to: [Specific Insurance Policies, e.g., Property, Liability, Workers' Compensation], considering Alaska's unique operational risks.

25. Representations and Warranties

• Each Partner represents and warrants that he or she has the full right, power, and authority to enter into this Agreement.
• Each Partner represents that their organization complies with Alaska law and that they hold the appropriate licensing/permits.

26. Amendments

• This agreement may be amended with the written consent of all parties. All amendments must comply with Alaska statutory amendment filing and notice requirements.

27. Successors and Assigns

• This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns. All assignments are subject to Alaska inheritance and business succession law.

28. Filings and Reporting

• The Partnership will comply with all filings, document updates, and annual reporting requirements to the Alaska Department of Commerce. Failure to comply may result in loss of limited liability protection or partnership status.

29. Anti-Money Laundering and Anti-Corruption

• The partnership will comply with all anti-money laundering, anti-corruption, and other regulatory best practices as per Alaska statutes and for any federally regulated industries.

[Signature Page Follows]

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

____________________________
[Name of General Partner 1]

____________________________
[Name of General Partner 2]

____________________________
[Name of Limited Partner 1]

____________________________
[Name of Limited Partner 2]