Arizona limited partnership agreement template

Arizona Limited Partnership Agreement

This Arizona Limited Partnership Agreement (the “Agreement”) is made and effective as of [Effective Date], by and among the parties listed below.

[General Partner 1 Name], residing at [General Partner 1 Address], hereinafter referred to as "General Partner 1."

[General Partner 2 Name], residing at [General Partner 2 Address], hereinafter referred to as "General Partner 2." (Add more general partners as needed)

[Limited Partner 1 Name], residing at [Limited Partner 1 Address], hereinafter referred to as "Limited Partner 1."

[Limited Partner 2 Name], residing at [Limited Partner 2 Address], hereinafter referred to as "Limited Partner 2." (Add more limited partners as needed)

1. Formation of Limited Partnership

This Agreement forms a limited partnership under the laws of the State of Arizona, governed by Arizona Revised Statutes (ARS) Title 29, Chapters 1-7.

Option A: The name of the limited partnership is [Partnership Name].

Option B: The limited partnership shall operate under the name [Partnership Name], and may also use the trade name [Trade Name].

2. Purpose and Scope

The purpose of the limited partnership is:

Option A: To engage in the business of [Description of Business Activities]. The partnership will obtain all necessary licenses, permits, and registrations required to operate lawfully in Arizona, including any relevant licenses related to [Industry Sector].

Option B: To invest in [Investment Type]. This may include, but is not limited to, real estate, stocks, bonds, or other investment vehicles, with the primary goal of generating profit.

3. Principal Place of Business

The principal place of business of the limited partnership in Arizona is located at:

[Principal Office Address].

All partnership records will be maintained at this location and will be accessible to all partners in accordance with Arizona law.

4. Term

The term of the limited partnership is:

Option A: Perpetual, commencing on the effective date of this Agreement.

Option B: A fixed term of [Number] years, commencing on the effective date of this Agreement and expiring on [Expiration Date], unless sooner terminated as provided herein.

5. Partners

List of General Partners:

[General Partner 1 Name], residing at [General Partner 1 Address]. Registered Agent (if applicable): [Registered Agent Name], located at [Registered Agent Address].

[General Partner 2 Name], residing at [General Partner 2 Address]. Registered Agent (if applicable): [Registered Agent Name], located at [Registered Agent Address].

List of Limited Partners:

[Limited Partner 1 Name], residing at [Limited Partner 1 Address].

[Limited Partner 2 Name], residing at [Limited Partner 2 Address].

6. Capital Contributions

Each partner will contribute the following initial capital to the limited partnership:

[General Partner 1 Name]:

Option A: Cash contribution of [Dollar Amount].

Option B: Property contribution of [Description of Property], valued at [Dollar Amount].

Option C: Services rendered, valued at [Dollar Amount].

Option D: Promissory Note for [Dollar Amount], due on [Date], with interest at [Interest Rate].

[Limited Partner 1 Name]:

Option A: Cash contribution of [Dollar Amount].

Option B: Property contribution of [Description of Property], valued at [Dollar Amount].

Option C: Services rendered, valued at [Dollar Amount].

Option D: Promissory Note for [Dollar Amount], due on [Date], with interest at [Interest Rate].

Future Capital Calls:

Option A: No future capital calls will be permitted.

Option B: Additional capital contributions may be required from time to time, as determined by the General Partner(s). Partners will be notified at least [Number] days in advance of the required contribution date. Failure to contribute will result in [Consequences of Failure].

7. Partnership Interest

The percentage ownership interest of each partner is as follows:

[General Partner 1 Name]: [Percentage]%

[Limited Partner 1 Name]: [Percentage]%

A partnership interest ledger will be maintained by the General Partner(s) and updated as necessary to reflect changes in ownership.

8. Management

The management of the limited partnership is vested exclusively in the General Partner(s).

Authority of General Partners: The General Partners shall have full and exclusive authority to manage the business and affairs of the limited partnership, subject to the limitations set forth in this Agreement and ARS Title 29. The General Partners owe fiduciary duties to the Limited Partners as outlined in Arizona law.

Limited Partner Authority: Limited Partners shall not participate in the control or management of the partnership's business to maintain their limited liability.

Voting Rights:

Option A: Each General Partner shall have one vote. Limited Partners shall have no voting rights.

Option B: Voting rights shall be allocated in proportion to each partner's percentage ownership interest.

Extraordinary Transactions: The following actions require the consent of all General Partners and [Percentage]% of the Limited Partners:

Merger or consolidation with another entity.

Sale of substantially all of the partnership's assets.

Dissolution of the limited partnership.

Admission or expulsion of a partner.

9. Meetings

Meetings of the partners shall be held:

Option A: As needed, as determined by the General Partner(s).

Option B: At least [Number] times per year, on [Date].

Notice: Written notice of any meeting shall be provided to all partners at least [Number] days prior to the meeting date.

Quorum: A quorum for any meeting shall consist of [Percentage]% of the partners.

Minutes: Minutes of all meetings will be recorded and maintained by the General Partner(s).

10. Allocation of Profits, Losses, and Distributions

Profits, losses, and distributions shall be allocated among the partners as follows:

Option A: In proportion to each partner's percentage ownership interest.

Option B: First, to General Partners as compensation for services, then in proportion to capital contributions.

Distributions:

Option A: Distributions will be made at the discretion of the General Partner(s).

Option B: Distributions will be made quarterly, within [Number] days after the end of each quarter.

Tax Allocations: All tax allocations will be made in accordance with IRS regulations and Arizona Department of Revenue requirements.

Capital Accounts: Capital accounts will be maintained for each partner and adjusted annually to reflect allocations of profits, losses, and distributions.

11. Partnership Representative

The partnership representative for federal tax purposes is:

[Partnership Representative Name]. This person will be responsible for K-1 reporting, Arizona tax filings, and representing the partnership in any tax audits.

12. Admission of New Partners

New partners may be admitted to the limited partnership:

Option A: Only with the unanimous consent of all existing partners.

Option B: With the consent of the General Partner(s) and [Percentage]% of the Limited Partners.

Amendment: Any admission of a new partner requires a signed amendment to this Agreement and filing with the Arizona Corporation Commission, as required by ARS 29-304.

13. Transfer of Partnership Interests

Partners may transfer their partnership interests:

Option A: Only with the unanimous consent of all existing partners.

Option B: Subject to a right of first refusal in favor of the other partners. The selling partner must provide written notice to the other partners offering to sell their interest at [Price or Valuation Method].

Restrictions: No transfer may be made to any person or entity that would violate applicable securities laws or regulations.

14. Partner Withdrawal

A partner may withdraw from the limited partnership:

Option A: Only with the unanimous consent of all remaining partners.

Option B: Upon [Number] days' written notice to the other partners.

Buyout: Upon withdrawal, the withdrawing partner shall be entitled to receive the fair market value of their partnership interest, as determined by [Valuation Method].

15. Dissolution and Winding Up

The limited partnership shall dissolve upon the occurrence of any of the following events:

The expiration of the term, if any.

The unanimous agreement of all partners.

The death, bankruptcy, or withdrawal of a General Partner, unless the remaining partners agree to continue the partnership.

An event that makes it unlawful for the business of the partnership to be carried on.

Upon dissolution, a liquidator will be appointed to wind up the affairs of the partnership. Assets will be distributed in the following order:

Payment of debts and liabilities to creditors.

Repayment of loans to partners.

Distribution to partners in proportion to their capital accounts.

Notice of dissolution will be filed with the Arizona Corporation Commission.

16. Liability and Indemnification

Liability of Limited Partners: The liability of the Limited Partners shall be limited to the amount of their capital contributions, except as otherwise provided by Arizona law. Limited Partners shall not participate in the management or control of the business to avoid personal liability.

Indemnification: The limited partnership shall indemnify and hold harmless the General Partners, managers, and authorized agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to the business of the limited partnership, except to the extent that such claims, losses, damages, liabilities, costs, and expenses are caused by the gross negligence or willful misconduct of the General Partner, manager, or agent.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Option A: Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.

Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, Arizona], using a mediator agreed upon by the parties.

Option C: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in [City, Arizona], in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding on all parties.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

18. Compliance with Arizona Law

This Agreement shall be interpreted and enforced in accordance with the laws of the State of Arizona, including ARS Title 29. The partnership shall comply with all applicable Arizona statutes, publication and reporting obligations, and industry/licensing requirements specific to the partnership’s business.

19. Amendment

This Agreement may be amended only by a written instrument signed by:

Option A: All partners.

Option B: The General Partner(s) and [Percentage]% of the Limited Partners.

Any amendment requires a signed amendment to this Agreement and filing with the Arizona Corporation Commission, as required by ARS 29-304.

20. Representations and Warranties

Each partner represents and warrants that they have the legal capacity and authority to enter into this Agreement and that they are in good standing under Arizona law.

21. Insurance

The limited partnership shall maintain the following insurance coverage:

Option A: General liability insurance in the amount of [Dollar Amount].

Option B: Key person insurance on [Name of Key Person] in the amount of [Dollar Amount].

Option C: [Industry-Specific Insurance] as required by Arizona law for the operation of [Partnership Business Type].

22. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon:

Personal delivery.

Sending by certified mail, return receipt requested.

Sending by email with confirmation of receipt.

23. Electronic Communication

The partnership shall permit the use of electronic communication for operational decision-making, distribution of partnership documents, and voting.

24. Signatures

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

[General Partner 1 Name]

____________________________

Signature

[Limited Partner 1 Name]

____________________________

Signature

(Add signature lines for all partners)