Arkansas limited partnership agreement template

Arkansas Limited Partnership Agreement

This ARKANSAS LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below.

Formation

This Agreement forms a limited partnership under the Arkansas Uniform Limited Partnership Act, Ark. Code Ann. Title 4, Chapter 47, et seq.

The parties agree to execute and file a Certificate of Limited Partnership with the Arkansas Secretary of State as required by law.

Parties

General Partner(s):

[Name of General Partner 1], residing at [Address of General Partner 1], is designated as a General Partner. (If an entity, state type, e.g., LLC, and authorized to do business in Arkansas).

[Name of General Partner 2], residing at [Address of General Partner 2], is designated as a General Partner. (If an entity, state type, e.g., LLC, and authorized to do business in Arkansas).

Limited Partner(s):

[Name of Limited Partner 1], residing at [Address of Limited Partner 1], is designated as a Limited Partner.

[Name of Limited Partner 2], residing at [Address of Limited Partner 2], is designated as a Limited Partner.

Capital Contributions

Each Partner shall contribute the following to the capital of the Partnership:

General Partner(s):

[Name of General Partner 1]: [Dollar Amount] (or description of property/services with agreed value)

[Name of General Partner 2]: [Dollar Amount] (or description of property/services with agreed value)

Limited Partner(s):

[Name of Limited Partner 1]: [Dollar Amount] (or description of property/services with agreed value)

[Name of Limited Partner 2]: [Dollar Amount] (or description of property/services with agreed value)

Additional Capital Contributions:

Option A: No additional capital contributions shall be required.

Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the General Partners.

If required, the method of contribution shall be [Cash/Pro Rata/Other].

Allocation of Profits, Losses, and Distributions

Profits and losses shall be allocated as follows:

Option A: In proportion to each Partner’s capital contribution.

Option B:

General Partner(s): [Percentage]%

Limited Partner(s): [Percentage]%

Distributions shall be made as follows:

Option A: Pro rata based on ownership percentages.

Option B: As determined by the General Partners in their sole discretion, subject to Arkansas law.

Business Purpose

The purpose of the Limited Partnership is to engage in the business of [Description of Business].

Permissible Activities: [List of Permissible Activities]

Prohibited Activities: [List of Prohibited Activities]

The principal office of the Limited Partnership shall be located at [Address], which is a physical office in Arkansas.

The registered agent for service of process in Arkansas is [Name] at [Address].

Term and Dissolution

The term of the Partnership shall be:

Option A: Perpetual

Option B: [Number] years, commencing on [Date].

Dissolution Events:

Option A: Events listed in Ark. Code Ann. § 4-47-801.

Option B: [Specific Dissolution Events]

Management

The General Partner(s) shall have sole and exclusive authority to manage the Limited Partnership.

Limited Partners shall not participate in the management or control of the Partnership.

Powers Reserved to General Partners: [List of Powers]

Actions Requiring Limited Partner Consent/Supermajority Approval: [List of Actions]

Meetings

Meetings of the Partners shall be held:

Option A: At the principal place of business of the Partnership.

Option B: [Location]

Notice of meetings shall be given at least [Number] days prior to the meeting.

Quorum for meetings shall be [Percentage]% of the Partners.

Voting thresholds:

Routine Matters: [Percentage]%

Extraordinary Matters: [Percentage]%

Tax Matters

[Name of Partner] is designated as the Tax Matters Partner/Partnership Representative.

The Partnership shall comply with all federal and Arkansas state tax filing requirements.

Partners shall receive K-1s annually.

Admission of New Partners

New Partners may be admitted:

Option A: With the unanimous consent of all existing Partners.

Option B: By a vote of [Percentage]% of the Partners.

Compliance with Ark. Code Ann. § 4-47-401 et seq. is required.

Transfer of Partnership Interests

Transfer of Partnership interests is:

Option A: Prohibited without the consent of all other Partners.

Option B: Subject to a right of first refusal held by the other Partners.

Procedures for transfer must comply with Arkansas law.

Buy-Sell Provisions

Upon the occurrence of [Triggering Event, e.g., death, bankruptcy], the remaining Partners shall have the option to purchase the interest of the affected Partner.

The purchase price shall be determined by [Valuation Method, e.g., appraisal], compliant with Arkansas law.

Liability and Indemnification

Limited Partners shall not be liable for the debts of the Partnership beyond their capital contributions, consistent with Ark. Code Ann. § 4-47-303.

General Partners shall be indemnified by the Partnership to the extent permitted by Arkansas law, except for acts of gross negligence or willful misconduct.

Insurance and Compliance

The Partnership shall maintain insurance policies as determined by the General Partner(s).

The Partnership shall comply with all relevant Arkansas industry-specific regulations.

Banking and Recordkeeping

The Partnership shall maintain a bank account at [Bank Name].

Authorized signatories shall be [Names].

The Partnership shall maintain records in accordance with Arkansas law.

Dispute Resolution

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

First, through good-faith negotiation.

Second, through [Mediation/Arbitration] in [City, Arkansas].

The substantive and procedural law of Arkansas shall govern the dispute resolution process.

[Optional: Waiver of Jury Trial]

Dissolution and Liquidation

Upon dissolution, the assets of the Partnership shall be liquidated in accordance with Ark. Code Ann. § 4-47-807.

Distributions shall be made in accordance with Arkansas law.

Necessary dissolution documents shall be filed with the Arkansas Secretary of State.

Miscellaneous

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

Amendment: This Agreement may be amended only by a written instrument signed by all Partners.

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

Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Notice regarding the Uniform Commercial Code and perfection/security interests: [Specify relevant information, if any]

State-specific notices and disclosures: [Disclosures, such as notice if agricultural property or water rights involved]

Waiver Provisions: [Specify waivers, if any]

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

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[Name of General Partner 1], General Partner

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[Name of General Partner 2], General Partner

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[Name of Limited Partner 1], Limited Partner

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[Name of Limited Partner 2], Limited Partner