California limited partnership agreement template

California Limited Partnership Agreement

This California Limited Partnership Agreement (the “Agreement”) is made and entered into as of [Date] (the “Effective Date”), by and between the General Partners and Limited Partners listed herein. The execution date of this agreement is [Date].

This Agreement is made pursuant to the California Revised Uniform Limited Partnership Act (California Corporations Code sections 15900–15912.07) as the same may be amended from time to time.

1. Parties

• General Partners:
  • [General Partner 1 Name], [General Partner 1 Address], [General Partner 1 Contact Information], legal status: [Individual/Corporation/LLC], Percentage Interest: [Percentage]
  • [General Partner 2 Name], [General Partner 2 Address], [General Partner 2 Contact Information], legal status: [Individual/Corporation/LLC], Percentage Interest: [Percentage]
• Limited Partners:
  • [Limited Partner 1 Name], [Limited Partner 1 Address], [Limited Partner 1 Contact Information], legal status: [Individual/Corporation/LLC], Percentage Interest: [Percentage]
  • [Limited Partner 2 Name], [Limited Partner 2 Address], [Limited Partner 2 Contact Information], legal status: [Individual/Corporation/LLC], Percentage Interest: [Percentage]

2. Formation and Filing

• The parties hereby form a limited partnership under the laws of the State of California.
• The Certificate of Limited Partnership was filed with the California Secretary of State on [Date].
  • The name of the Limited Partnership is [Partnership Name]; it shall include the words "Limited Partnership" or the abbreviation "LP".
  • The agent for service of process is [Agent Name], located at [Agent Address].
  • The principal office is located at [Principal Office Address].

3. Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful business, purpose or activity for which a limited partnership may be formed under the California Revised Uniform Limited Partnership Act.
• Option B: The specific purpose of the Partnership is to engage in [Describe Business Purpose]. This may include, but is not limited to, obtaining any necessary state or local licenses or permits required for operation in California. Examples include [Specific California Licenses/Permits].

4. Principal Place of Business

• The principal place of business of the Partnership in California is located at [Address].
  • Option A: The Partnership may establish additional locations in California or elsewhere as determined by the General Partner(s).
  • Option B: The Partnership shall not conduct business outside of California without unanimous consent of all partners.

5. Term

• Option A: The term of the Partnership shall be perpetual, commencing on the Effective Date.
• Option B: The term of the Partnership shall be [Number] years, commencing on the Effective Date, unless sooner terminated as provided herein.
• Option C: The term of the Partnership shall continue until the occurrence of [Specific Event], unless sooner terminated as provided herein.

6. Initial Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amount set forth opposite their name on Schedule A attached hereto.
• Form of Contributions:
  • Option A: All contributions shall be in cash.
  • Option B: Contributions may be in cash, property, or services. The value of any property or services contributed shall be determined by [Method of Valuation].
• Deadline for Contributions: All initial capital contributions must be made on or before [Date].
• Failure to Contribute:
  • Option A: Failure to make a required contribution shall result in dilution of the defaulting partner's interest as determined by the General Partner(s).
  • Option B: Failure to make a required contribution shall be deemed a breach of this Agreement and subject to the remedies provided herein. These remedies may include, but are not limited to, expulsion of the defaulting partner.

7. Additional Capital Contributions

• Option A: No additional capital contributions shall be required from any Partner.
• Option B: Additional capital contributions may be required from time to time as determined by the General Partner(s).
  • Capital Calls: The General Partner(s) may issue capital calls upon [Number] days’ written notice to the Partners.
  • Allocation of Contributions: Additional capital contributions shall be allocated among the Partners in proportion to their respective Percentage Interests.

8. Percentage Interests

• Each Partner's percentage interest in the profits, losses, and voting rights of the Partnership shall be as set forth on Schedule A attached hereto.
• Priority Distributions:
  • Option A: No Partner shall have priority over any other Partner with respect to distributions.
  • Option B: [Partner Name] shall receive a priority distribution of [Amount or Percentage] before any other distributions are made.

9. Management

• The management of the Partnership shall be vested in the General Partner(s).
• Authority of General Partners:
  • Each General Partner shall have the authority to bind the Partnership.
  • The General Partners shall have the authority to make all decisions relating to the business of the Partnership, including hiring and firing employees, and executing documents on behalf of the Partnership.
• Limitations on Limited Partners:
  • Limited Partners shall not participate in the management or control of the Partnership's business.
  • Limited Partners shall not have the authority to bind the Partnership.
• Managing General Partner:
  • Option A: There shall be no Managing General Partner.
  • Option B: [General Partner Name] shall be the Managing General Partner and shall have the following additional responsibilities: [List Responsibilities].

10. Partner Meetings

• Meetings of the Partners shall be held at least [Frequency].
• Notice: Notice of meetings shall be given to all Partners at least [Number] days prior to the meeting.
• Quorum: A quorum for any meeting of the Partners shall be [Percentage] of the Percentage Interests.
• Voting:
  • Except as otherwise provided herein, all decisions shall be made by a [Majority/Supermajority/Unanimous] vote of the Partners.
  • Proxy Voting: Partners may vote by proxy.
  • Remote Voting: Partners may participate in meetings and vote remotely via [Method].

11. Reserved Matters

• The following matters shall require the approval of [Majority/Supermajority/Unanimous] of the Partners:
  • Admission of new partners
  • Fundamental changes to the business of the Partnership
  • Loans to or from the Partnership
  • Encumbrance or sale of major assets
  • Amendments to this Agreement

12. Transferability of Interests

• General Partnership Interests:
  • Option A: General Partnership Interests may not be transferred without the unanimous consent of all Partners.
  • Option B: General Partnership Interests may be transferred subject to the following conditions: [Conditions].
• Limited Partnership Interests:
  • Option A: Limited Partnership Interests may not be transferred without the consent of the General Partner(s).
  • Option B: Limited Partnership Interests may be transferred freely, subject to compliance with applicable securities laws.
• Right of First Refusal:
  • Option A: Transfers are subject to a Right of First Refusal in favor of the other Partners.
  • Option B: No Right of First Refusal applies to transfers.
• Involuntary Transfers: In the event of death, incapacity, divorce, or bankruptcy of a Partner, the Partner's interest shall be treated as follows: [Treatment of Involuntary Transfers].

13. Admission of New Partners

• New Limited Partners may be admitted to the Partnership upon the approval of the General Partner(s).
• New General Partners may be admitted to the Partnership only upon the unanimous consent of all existing General Partners.
• Eligibility: Potential new partners must meet the following eligibility requirements: [Eligibility Requirements].
• Admission Documentation: New partners must execute an agreement to be bound by the terms of this Agreement.
• Amendment: Upon admission of a new partner, Schedule A shall be amended to reflect the new partner's Percentage Interest.

14. Withdrawal

• General Partners:
  • A General Partner may withdraw from the Partnership upon [Number] days’ written notice to the other Partners.
  • Withdrawal of a General Partner may result in the dissolution of the Partnership.
• Limited Partners:
  • Option A: Limited Partners may not withdraw from the Partnership prior to dissolution. California law generally prohibits limited partner withdrawal unless the agreement provides for it.
  • Option B: Limited Partners may withdraw from the Partnership upon [Number] days’ written notice to the General Partner(s).
• Consequences of Withdrawal: Upon withdrawal, a Partner shall be entitled to receive [Amount or Method of Calculation] for their interest in the Partnership.
• Breach of Withdrawal Restrictions: Any breach of withdrawal restrictions shall subject the withdrawing Partner to the following penalties: [Penalties].

15. Expulsion

• A Partner may be expelled from the Partnership for Cause. "Cause" shall include: [Definition of Cause].
• Procedures for Expulsion: The expulsion of a Partner shall require [Majority/Supermajority/Unanimous] vote of the other Partners. The Partner subject to expulsion shall be given [Number] days' notice and an opportunity to be heard.
• Effect of Expulsion: Upon expulsion, a Partner shall be entitled to receive [Amount or Method of Calculation] for their interest in the Partnership.

16. Profit and Loss Allocations

• Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective Percentage Interests, as set forth on Schedule A.
• Tax Withholdings: The Partnership shall comply with all applicable federal and California tax withholding requirements.

17. Distributions

• Distributions of cash or other assets of the Partnership shall be made to the Partners in proportion to their respective Percentage Interests, as set forth on Schedule A.
• Timing of Distributions: Distributions shall be made [Frequency].
• Method of Distribution: Distributions shall be made by [Method].

18. Indemnification

• The Partnership shall indemnify the General Partners, Limited Partners, and any officers or agents of the Partnership to the fullest extent permitted by California law.
• Limitations on Indemnification: No indemnification shall be provided for acts of gross negligence or willful misconduct.
• Liability for Return of Capital Contributions: No Partner shall be personally liable for the return of capital contributions of any other Partner.

19. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal place of business.
• Partners' Right to Inspect: Each Partner shall have the right to inspect and copy the books and records of the Partnership during normal business hours.
• Fiscal Year: The fiscal year of the Partnership shall end on [Date].
• Accounting Method: The Partnership shall use the [Accrual/Cash] method of accounting.

20. Tax Matters

• The Partnership shall comply with all applicable federal and California tax laws.
• Tax Representative: [Partner Name] is hereby designated as the Partnership Representative for purposes of Section 6223 of the Internal Revenue Code.
• California Taxes: The Partnership shall file California Form 565 and pay the California annual $800 Franchise Tax, if applicable, and the gross receipts fee if applicable. The Partnership shall ensure allocations for California source income for out-of-state partners and comply with withholding obligations for nonresident partners.

21. Governmental Authorities

• The Partnership shall comply with all applicable laws, rules, and regulations of federal, state, and local governmental authorities.
• The Partnership shall obtain and maintain all necessary licenses and permits required for its business operations in California.

22. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Negotiation/Mediation/Arbitration].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.
• Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County], California.

23. Amendments

• This Agreement may be amended only by a written instrument signed by [Percentage/Number/All] of the Partners.
• Any amendment that materially alters the rights or obligations of the Partners shall be filed with the California Secretary of State.

24. Dissolution and Winding Up

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • Unanimous agreement of the Partners
  • Expiration of the term of the Partnership
  • Withdrawal of a General Partner (unless the remaining Partners agree to continue the Partnership)
  • Judicial dissolution
• Winding Up: Upon dissolution, the General Partner(s) shall wind up the affairs of the Partnership.
• Distribution of Assets: The assets of the Partnership shall be distributed in accordance with California law.
• Creditor Notification: The Partnership shall notify its creditors of its dissolution in accordance with California law.

25. Authority

• The General Partners shall have the authority to execute, acknowledge, deliver, and file any certificates, amendments, statements, or other documents required by California law.

26. Insurance

• The Partnership shall maintain insurance coverage in such amounts and types as are reasonably necessary to protect the Partnership's assets and business.
• The Partnership shall maintain [Type of Insurance] insurance with coverage of at least [Amount].

27. Confidentiality

• Each Partner shall maintain the confidentiality of the Partnership's confidential information.
• Confidential information shall include [Definition of Confidential Information].

28. Non-Competition

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, no Partner shall engage in any business that is competitive with the business of the Partnership within [Geographic Area].
• Option B: There shall be no non-competition restrictions on the partners.
• California law limits the enforceability of non-compete clauses.

29. Regulatory Compliance

• The Partnership shall comply with all applicable regulatory requirements specific to California, including but not limited to compliance with the California Environmental Quality Act (CEQA) and Cal/OSHA, as applicable.
• The Partnership is involved in the [Industry] industry and must comply with all relevant industry-specific regulations.

30. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail, to the addresses set forth in Section 1.

31. Severability

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

32. Integration

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

33. Waiver

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

34. Counterparts

• 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 Agreement as of the Effective Date.

General Partners:

____________________________

[General Partner 1 Name]

____________________________

[General Partner 2 Name]

Limited Partners:

____________________________

[Limited Partner 1 Name]

____________________________

[Limited Partner 2 Name]

Schedule A: Capital Contributions and Percentage Interests