Connecticut limited partnership agreement template

Connecticut Limited Partnership Agreement

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

[Partnership Name] (the “Partnership”), formed under the laws of Connecticut.

[General Partner Name 1], residing at [General Partner Address 1], as a general partner (the "General Partner").

[Limited Partner Name 1], residing at [Limited Partner Address 1], as a limited partner (the "Limited Partner").

[Additional Partner Name 1], residing at [Additional Partner Address 1], as a general or limited partner as agreed and specified below.

The parties agree to form a limited partnership subject to the provisions of the Connecticut Uniform Limited Partnership Act, C.G.S. § 34-9 et seq.

Status of Partners

Option A: The parties listed above shall be the initial partners of the Partnership. [General Partner Name 1] is designated as a General Partner. [Limited Partner Name 1] is designated as a Limited Partner. [Additional Partner Name 1] is designated as a [General/Limited] Partner.

Option B: The General Partner shall have the sole responsibility for the management and control of the Partnership.

Initial Capital Contributions

Option A: The General Partner shall contribute [Dollar Amount] in cash to the Partnership.

Option B: The Limited Partner shall contribute [Description of Property] valued at [Dollar Amount] to the Partnership. The valuation of the non-cash contribution shall be determined by [Valuation Method].

Option C: Additional funding obligations: [Description of additional funding obligations].

Partnership Interests and Ownership

Option A: The General Partner shall have a [Percentage]% interest in the Partnership.

Option B: The Limited Partner shall have a [Percentage]% interest in the Partnership.

Business Purpose

Option A: The purpose of the Partnership is to engage in the business of [Description of Business] in the State of Connecticut.

Option B: The Partnership shall have the power to do all things necessary or incidental to carry out its business. This includes, but is not limited to, acquiring real estate, entering contracts, and hiring employees.

Principal Office and Registered Agent

Option A: The principal office of the Partnership shall be located at [Address in Connecticut].

Option B: The registered agent of the Partnership shall be [Registered Agent Name], located at [Registered Agent Address in Connecticut].

Term and Duration

Option A: The term of the Partnership shall commence on the date of this Agreement and shall continue perpetually, unless sooner terminated as provided herein.

Option B: The term of the Partnership shall commence on the date of this Agreement and shall continue for a term of [Number] years, unless sooner terminated as provided herein. Upon the occurrence of [Automatic Dissolution Trigger] the partnership will dissolve.

Management Structure

Option A: The General Partner shall have full authority and responsibility for the day-to-day management and operation of the Partnership.

Option B: The Limited Partners shall not participate in the control of the Partnership's business.

Voting Rights

Option A: All partners shall have voting rights in proportion to their percentage interests in the Partnership.

Option B: Certain matters require supermajority approval (e.g., 75% of the partnership interests). These matters include: [List of Matters Requiring Supermajority Approval].

Option C: Procedures for calling, holding, and recording meetings: [Describe Meeting Procedures].

Approval Thresholds for Extraordinary Actions

Option A: The following actions require the approval of all General Partners: [List of Actions Requiring General Partner Approval].

Option B: The following actions require approval by partners holding at least [Percentage]% of the partnership interests: [List of Actions Requiring Percentage Approval].

Profit, Loss, and Distribution Allocations

Option A: Profits and losses shall be allocated to the partners in proportion to their percentage interests in the Partnership.

Option B: Distributions shall be made to the partners at such times and in such amounts as the General Partner shall determine, in accordance with their respective interests.

Option C: Appointment of Tax Matters Partner: [Tax Matters Partner Name] is designated as the Tax Matters Partner.

Admission of New Partners

Option A: New partners may be admitted to the Partnership only with the unanimous consent of all existing partners.

Option B: The admission of a new partner requires a [Percentage]% vote of the existing partners.

Option C: All new partners will be required to sign this Partnership Agreement.

Withdrawal, Retirement, or Expulsion of Partners

Option A: A partner may withdraw from the Partnership only with the consent of all remaining partners.

Option B: A partner may be expelled from the Partnership for cause, as determined by a [Percentage]% vote of the remaining partners. "Cause" shall include: [Definition of Cause].

Statement of Liability

Option A: Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions, provided they do not participate in the control of the business.

Option B: General Partners shall be fully liable for the debts and obligations of the Partnership.

Indemnification

Option A: The Partnership shall indemnify the General Partner for any losses, damages, or expenses incurred in connection with the business of the Partnership.

Option B: Indemnification shall not extend to acts of gross negligence or willful misconduct.

Insurance

Option A: The Partnership shall maintain liability insurance in an amount not less than [Dollar Amount].

Option B: The Partnership shall maintain worker's compensation insurance as required by Connecticut law.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Connecticut.

Option B: If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in Connecticut.

Option C: Jurisdiction for any legal action shall be in the state courts of Connecticut.

Governing Law

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. The statutory location of performance is Connecticut.

Dissolution and Winding Up

Option A: Upon dissolution, the assets of the Partnership shall be distributed in the following order: (1) to creditors, (2) to partners in repayment of capital contributions, and (3) to partners in proportion to their percentage interests.

Option B: The General Partner shall be responsible for winding up the affairs of the Partnership.

Amendment

Option A: This Agreement may be amended only by a written instrument signed by all partners.

Option B: Amendments to the Certificate of Limited Partnership will be filed with the Connecticut Secretary of the State.

Connecticut Tax Compliance

Option A: The Partnership shall comply with all applicable Connecticut tax laws, including withholding on out-of-state partners.

Option B: The Partnership will provide partners with Schedule K-1 forms annually.

Confidentiality, Noncompetition, and Nonsolicitation

Option A: All partners shall maintain the confidentiality of the Partnership's confidential information.

Option B: General Partners agree not to compete with the Partnership for a period of [Number] years following their withdrawal from the Partnership within the geographic area of [Geographic Area in Connecticut].

Records and Inspection

Option A: The Partnership shall maintain accurate books and records at its principal office.

Option B: All partners shall have the right to inspect the Partnership's books and records upon reasonable notice.

Good Standing

Option A: The Partnership shall maintain its "good standing" status with the Connecticut Secretary of the State.

Industry-Specific Requirements

Option A: The Partnership shall comply with all applicable Connecticut [Industry] licensing requirements.

Partner Loans

Option A: Loans from partners to the Partnership shall be repaid before any distribution of profits to the partners.

Limitations on Partner Liability for Unpaid Capital

Option A: Partner liability for unpaid capital under Connecticut statutes will be limited to [Specific terms].

Certificate of Limited Partnership Filing

Option A: The General Partner, [General Partner Name], will execute and authorize the initial filing and all subsequent amendments to the Certificate of Limited Partnership with the Connecticut Secretary of the State, in compliance with C.G.S. § 34-10.

Formal Notice

Option A: All formal notices to partners pursuant to Connecticut law will be sent by [Method of Delivery] to the addresses listed in this Agreement.

Registered Agent and Registered Office

Option A: The Partnership shall maintain a Connecticut-based registered agent and registered office at all times.

Partnership Name

Option A: The Partnership name [Partnership Name] includes "Limited Partnership" or "L.P." and does not infringe on any registered business names in Connecticut.

Successors and Assigns

Option A: This agreement shall be binding on the parties' successors and permitted assigns, subject to Connecticut transferability concerns.

Severability

Option A: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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

____________________________
[General Partner Name 1], General Partner

____________________________
[Limited Partner Name 1], Limited Partner

____________________________
[Additional Partner Name 1], Partner

Acknowledgment

State of Connecticut, County of [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned officer, personally appeared [Partner Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

____________________________
Notary Public
My commission expires: [Date]