Delaware limited partnership agreement template

Delaware Limited Partnership Agreement

This Delaware Limited Partnership Agreement (this "Agreement") is made and entered into as of [Date], by and among the parties identified below as General Partners and Limited Partners, and is made under and subject to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "Act").

1. Parties

General Partner(s):

• [Name], residing at [Address], Email: [Email Address], Phone: [Phone Number]
• [Name], residing at [Address], Email: [Email Address], Phone: [Phone Number]

Limited Partner(s):

• [Name], residing at [Address], Email: [Email Address], Phone: [Phone Number]
• [Name], residing at [Address], Email: [Email Address], Phone: [Phone Number]

2. Formation of Limited Partnership

This Agreement forms a limited partnership (the "Partnership") under the Act.

3. Name of Partnership

The name of the Partnership shall be [Partnership Name].

4. Registered Office and Registered Agent

The registered office of the Partnership in the State of Delaware shall be located at [Registered Office Address]. The registered agent of the Partnership in the State of Delaware shall be [Registered Agent Name], with an address of [Registered Agent Address].

5. Business Purpose

The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].

6. Principal Place of Business

The principal place of business of the Partnership shall be located at [Principal Place of Business Address].

7. Term

The term of the Partnership shall:

• Option A: Continue perpetually unless sooner terminated as provided herein.
• Option B: Commence on the date hereof and shall continue for a term of [Number] years, unless sooner terminated as provided herein.
• Option C: Commence on the date hereof and shall terminate upon the occurrence of [Specific Event].

8. Capital Contributions

Initial Capital Contributions:

General Partner(s):

• [Name]: [Amount] (Cash/Property/Services valued at [Value]). Description of Property: [Description].
• [Name]: [Amount] (Cash/Property/Services valued at [Value]). Description of Property: [Description].

Limited Partner(s):

• [Name]: [Amount] (Cash/Property/Services valued at [Value]). Description of Property: [Description].
• [Name]: [Amount]: (Cash/Property/Services valued at [Value]). Description of Property: [Description].

Additional Capital Contributions:

• Option A: No additional capital contributions shall be required.
• Option B: Additional capital contributions may be required from time to time as determined by the General Partner(s). The procedure for calling additional capital shall be as follows: [Description of Procedure].
• Option C: Additional capital contributions of up to [Amount] may be requested by a [Percentage]% vote of General Partners.

Failure to Contribute:

• Option A: Failure to make a required capital contribution shall result in a reduction of the defaulting partner's percentage interest by [Percentage]%.
• Option B: Failure to make a required capital contribution shall be treated as a loan to the Partnership bearing interest at a rate of [Percentage]%.
• Option C: The other partners may purchase the defaulting partner's interest according to the following formula: [Formula].

9. Partnership Interests

Partnership interests shall be allocated as follows:

General Partner(s):

• [Name]: [Percentage]% or [Number] Units. Voting rights: [Description].
• [Name]: [Percentage]% or [Number] Units. Voting rights: [Description].

Limited Partner(s):

• [Name]: [Percentage]% or [Number] Units. Voting rights: [Description].
• [Name]: [Percentage]% or [Number] Units. Voting rights: [Description].

Economic Rights: Economic rights shall be proportional to partnership interest, except as provided in Section 10.

10. Management

Rights and Duties of General Partners:

• General Partners shall have exclusive authority for the management and control of the Partnership.
• General Partners have the power to bind the Partnership.
• General Partners owe fiduciary duties to the Partnership and the other partners.
• General Partners shall not delegate their management authority except as follows: [Description of Permitted Delegation].

Reserved Rights or Limitations on Management for Limited Partners:

• Option A: Limited Partners shall have no right to participate in the management or control of the Partnership, except as required by law.
• Option B: Limited Partners shall have the following specific rights related to management: [Description of Rights].

11. Partner Meetings

Calling Meetings: Meetings may be called by any General Partner.

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

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

Voting Thresholds:

• Routine Matters: A majority vote is required.
• Extraordinary Matters (amending the agreement, admitting new partners, mergers, sale of major assets, dissolution): [Percentage]% vote or unanimous consent.
• Certain actions requiring unanimous, supermajority, or approval from specific partner classes [Description].

12. Allocation of Profits, Losses, and Distributions

Profits and losses shall be allocated in proportion to each partner's percentage interest.

Distributions shall be made in the following order of priority: [Description of Waterfall Distribution].

The Partnership may retain reserves in such amounts as the General Partner(s) deem necessary.

13. Tax Provisions

The Partnership Representative shall be [Name].

The Partnership shall be taxed as a partnership for federal and state income tax purposes.

Responsibility for K-1 preparation shall be with [Name/Title].

14. Admission of New Partners

New partners may be admitted with the consent of [Percentage]% of the existing partners.

15. Transfer of Partnership Interests

• Option A: Partnership interests may not be transferred without the consent of all partners.
• Option B: Partnership interests may be transferred with the consent of [Percentage]% of the partners. The Partnership shall have a right of first refusal.
• Option C: Partnership interests are freely transferable, subject to applicable securities laws.

16. Withdrawal, Removal, Death, Disability, Bankruptcy, or Expulsion of Partners

Withdrawal: A partner may withdraw upon [Number] days written notice.

Removal: A partner may be removed by a [Percentage]% vote of the other partners.

Buyout: Upon withdrawal, removal, death, disability, or bankruptcy, the partner or their estate shall be entitled to receive the fair market value of their partnership interest, as determined by [Valuation Method].

17. Indemnification

To the fullest extent permitted by Delaware law, the Partnership shall indemnify and hold harmless its partners, officers, and agents.

18. Limited Liability

No Limited Partner shall be liable for the debts or obligations of the Partnership except to the extent of their capital contribution and share of undistributed profits. The conduct of the following activities by a limited partner shall not constitute participation in the control of the business: [Description of Safe Harbor Activities].

19. Non-Compete, Confidentiality, and Trade Secrets

Each partner agrees not to compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter within a [Number] mile radius of the principal place of business.

Each partner agrees to hold confidential all proprietary information of the Partnership.

20. Committees and Officers

• Option A: The Partnership shall not have any committees or officers.
• Option B: The Partnership may establish committees and appoint officers as the General Partner(s) deem necessary. The function and authority of each committee and officer shall be as follows: [Description of Committee/Officer Roles and Responsibilities].

21. Record Keeping

The books and records of the Partnership shall be kept at [Location] and shall be open to inspection by the partners.

22. Dispute Resolution

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

• Option A: Binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: Mediation, and if mediation is unsuccessful, then by litigation in the Delaware Court of Chancery.

23. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

24. Dissolution

Dissolution Events: The Partnership shall dissolve upon the occurrence of any of the following events: [Description of Dissolution Events].

Winding Up: Upon dissolution, the assets of the Partnership shall be liquidated and distributed in the following order: [Description of Liquidation Priorities].

25. Amendment

This Agreement may be amended by a [Percentage]% vote of the partners.

26. Compliance with Delaware Law

The General Partner(s) shall be responsible for complying with all filing and franchise tax requirements of the Delaware Secretary of State.

27. Industry Regulations

The Partnership shall comply with all applicable industry regulations.

28. Electronic Signatures

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. Electronic signatures shall be accepted as originals.

29. Partnership Expenses

All expenses of the Partnership shall be paid out of Partnership funds.

30. Waiver or Modification of Fiduciary Duties

To the extent permitted by Delaware law, the fiduciary duties of the General Partner(s) may be modified or waived as follows: [Description of any Waivers or Limitations].

31. Issuance of Additional Units

The Partnership may issue additional partnership units with the approval of [Percentage]% of the partners.

32. Special Limited Partners, Advisory Boards, or Management Companies

• Option A: Not Applicable
• Option B: Special Limited Partner(s): [Description of Rights and Obligations].
• Option C: Advisory Board: [Description of Rights and Obligations].
• Option D: Management Companies: [Description of Rights and Obligations].

33. Intent

This Agreement is intended to create a Delaware limited partnership and not a joint venture, corporation, or other business entity.

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

____________________________
[Name of General Partner], General Partner

____________________________
[Name of General Partner], General Partner

____________________________
[Name of Limited Partner], Limited Partner

____________________________
[Name of Limited Partner], Limited Partner