Colorado limited partnership agreement template

Colorado Limited Partnership Agreement

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

• [Name of General Partner 1], residing at [Address of General Partner 1] (“General Partner 1”),
• [Name of General Partner 2], residing at [Address of General Partner 2] (“General Partner 2”),
• [Name of Limited Partner 1], residing at [Address of Limited Partner 1] (“Limited Partner 1”),
• [Name of Limited Partner 2], residing at [Address of Limited Partner 2] (“Limited Partner 2”),

The above parties are defined collectively as the “Partners.”

1. Formation of Limited Partnership

The Partners hereby form a limited partnership (the "Partnership") under the Colorado Revised Uniform Limited Partnership Act, C.R.S. Title 7, Article 62, as amended (the “Act”).

• Option A: The Partners intend that this Agreement constitute the partnership agreement under the Act.
• Option B: The Partners acknowledge that this Agreement constitutes the partnership agreement under the Act.

2. Name and Principal Place of Business

• The name of the Partnership shall be [Partnership Name].
• The principal place of business of the Partnership shall be located at [Colorado Address], Colorado.

3. Business Purpose

The purpose of the Partnership is to engage in the following business activities:

• [Detailed Description of Business Activities. Include any specific Colorado licenses required.]

4. Registered Agent

The registered agent of the Partnership in the State of Colorado shall be:

• [Name of Registered Agent], located at [Colorado Address of Registered Agent].

5. Term

The term of the Partnership shall commence on the date of this Agreement and shall continue:

• Option A: Perpetually, unless sooner terminated as provided herein.
• Option B: Until [Date of Termination], unless sooner terminated as provided herein.

6. Partners

The Partners of the Partnership shall be:

• [Name of General Partner 1] (General Partner). Entity Type: [Individual/LLC/Corporation/Trust].
• [Name of General Partner 2] (General Partner). Entity Type: [Individual/LLC/Corporation/Trust].
• [Name of Limited Partner 1] (Limited Partner). Entity Type: [Individual/LLC/Corporation/Trust].
• [Name of Limited Partner 2] (Limited Partner). Entity Type: [Individual/LLC/Corporation/Trust].

7. Capital Contributions

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

• [Name of General Partner 1]:
  • [Amount] in cash.
  • [Description of Property] valued at [Amount].
• [Name of General Partner 2]:
  • [Amount] in cash.
  • [Description of Property] valued at [Amount].
• [Name of Limited Partner 1]:
  • [Amount] in cash.
  • [Description of Property] valued at [Amount].
• [Name of Limited Partner 2]:
  • [Amount] in cash.
  • [Description of Property] valued at [Amount].

• Option A: All contributions shall be made within [Number] days of the Effective Date.
• Option B: Contributions shall be made according to the following schedule: [Payment Schedule].

8. Additional Capital Contributions

• Option A: No Partner shall be required to make any additional capital contributions to the Partnership.
• Option B: Additional capital contributions may be required upon the affirmative vote of [Percentage]% of the General Partners.
  • If additional capital contributions are required, each Partner shall contribute in proportion to their Partnership Interest.
  • Default Remedies: [Describe remedies for failure to contribute, including dilution.]

9. Partnership Interests

The Partnership Interests of each Partner shall be as follows:

• [Name of General Partner 1]: [Percentage]%.
• [Name of General Partner 2]: [Percentage]%.
• [Name of Limited Partner 1]: [Percentage]%.
• [Name of Limited Partner 2]: [Percentage]%.

10. Management

The management of the Partnership shall be vested in the General Partners.

• Option A: [Name of General Partner 1] shall be the Managing General Partner.
• Option B: All General Partners shall have equal rights and responsibilities in the management of the Partnership.

Limited Partners shall not participate in the control of the business and shall not have any management authority.

11. Authority of General Partners

The General Partners shall have the authority to:

• Operate the business of the Partnership.
• Enter into contracts on behalf of the Partnership.
• Borrow money on behalf of the Partnership.

• Option A: Any single General Partner may act on behalf of the Partnership.
• Option B: The following actions require the approval of all General Partners: [List of Actions Requiring Unanimous Approval].

12. Meetings of Partners

Meetings of the Partners shall be held:

• Option A: No less than [Number] times per year.
• Option B: Only when called by a General Partner.
  • Notice of meetings shall be given at least [Number] days in advance.
  • Quorum: [Percentage]% of the Partners shall constitute a quorum.
  • Remote participation: [Specify rules for remote or electronic participation]

13. Allocation of Profits and Losses

Profits and losses of the Partnership shall be allocated among the Partners in proportion to their Partnership Interests.

• Option A: Profits and losses shall be allocated according to capital contributions.
• Option B: Profits shall be allocated [Describe method for allocating profits]. Losses shall be allocated [Describe method for allocating losses].

14. Distributions

Distributions of cash or other property shall be made to the Partners:

• Option A: At such times and in such amounts as the General Partners may determine.
• Option B: Quarterly, in proportion to their Partnership Interests.

15. Books and Records

The Partnership shall maintain complete and accurate books and records at its principal place of business.

• The fiscal year of the Partnership shall be [Month] to [Month].
• The Tax Matters Partner (or Partnership Representative) shall be [Name of Partner].

16. Admission of New Partners

• Option A: No new Partners may be admitted to the Partnership without the unanimous consent of all existing Partners.
• Option B: New Partners may be admitted with the consent of [Percentage]% of the General Partners.
  • Conditions for Admission: [Specify conditions, including capital contributions.]

17. Transfer of Partnership Interests

No Partner may transfer their Partnership Interest without:

• Option A: The unanimous consent of all other Partners.
• Option B: The consent of [Percentage]% of the General Partners.
  • Right of First Refusal: [Describe any right of first refusal held by other partners.]

18. Withdrawal or Expulsion of Partners

• Voluntary Withdrawal: A Partner may withdraw from the Partnership upon [Number] days written notice to the other Partners.
• Involuntary Expulsion: A Partner may be expelled from the Partnership for:
  • [List of Reasons for Expulsion].
  • The procedure for expulsion shall be: [Describe expulsion procedure].

19. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events:

• The expiration of its term, if any.
• The unanimous agreement of all Partners.
• The death, withdrawal, bankruptcy, or dissolution of a General Partner, unless the remaining Partners agree to continue the Partnership.
• Other applicable requirements under Colorado Law.

Upon dissolution, the assets of the Partnership shall be liquidated and distributed in the following order:

• First, to creditors of the Partnership.
• Second, to Partners in proportion to their capital accounts.

20. Indemnification

The Partnership shall indemnify and hold harmless each Partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the Partnership, except to the extent that such losses, claims, damages, liabilities, and expenses are caused by the Partner's gross negligence or willful misconduct.

21. Insurance

The Partnership shall maintain insurance coverage appropriate for the nature of its business.

• Types of Insurance: [List types of insurance to be maintained, e.g., liability, property, workers' compensation.]
• Coverage Amounts: [Specify minimum coverage amounts.]

22. Amendments

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

• Option A: All of the Partners.
• Option B: [Percentage]% of the Partners.

23. Confidentiality

Each Partner agrees to hold confidential all information relating to the business of the Partnership.

• Exceptions: [Specify any exceptions to confidentiality.]

24. Non-Compete

• Option A: There is no non-compete agreement within this Partnership.
• Option B: Each Partner agrees not to compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter within [Geographic Area].
  • [Note: Ensure any non-compete provision complies with Colorado law.]

25. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Second, if negotiation fails, the parties shall submit the dispute to mediation in [City], Colorado.
• Third, if mediation fails, the parties may pursue litigation in the courts of the State of Colorado.
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
  • Venue: The venue for any litigation shall be [County] County, Colorado.

26. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by email with confirmation of receipt.

Addresses for Notice:

• [Name of General Partner 1]: [Address], [Email Address].
• [Name of General Partner 2]: [Address], [Email Address].
• [Name of Limited Partner 1]: [Address], [Email Address].
• [Name of Limited Partner 2]: [Address], [Email Address].

27. Representations and Warranties

Each Partner represents and warrants that:

• They have the legal capacity and authority to enter into this Agreement.
• They are in compliance with all applicable laws and regulations.

28. Compliance

The Partnership shall comply with all applicable Colorado state and local laws and regulations. This includes filing all required reports with the Colorado Secretary of State and obtaining any necessary licenses and permits.

29. Severability

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

30. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by any act of God, war, strike, or other event beyond its reasonable control.

IN WITNESS WHEREOF, the parties have executed this 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