Florida limited partnership agreement template

Florida Limited Partnership Agreement

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

• [Name of General Partner 1], residing at [Address of General Partner 1], designated as a General Partner (hereinafter "General Partner 1"), whose contact details are [Phone Number of General Partner 1] and [Email Address of General Partner 1];
• [Name of General Partner 2], residing at [Address of General Partner 2], designated as a General Partner (hereinafter "General Partner 2"), whose contact details are [Phone Number of General Partner 2] and [Email Address of General Partner 2];
• [Name of Limited Partner 1], residing at [Address of Limited Partner 1], designated as a Limited Partner (hereinafter "Limited Partner 1"), whose contact details are [Phone Number of Limited Partner 1] and [Email Address of Limited Partner 1];
• [Name of Limited Partner 2], residing at [Address of Limited Partner 2], designated as a Limited Partner (hereinafter "Limited Partner 2"), whose contact details are [Phone Number of Limited Partner 2] and [Email Address of Limited Partner 2].

1. Formation

The parties hereby form a limited partnership (the “Partnership”) pursuant to the Florida Revised Uniform Limited Partnership Act, Florida Statutes Chapter 620.1101 et seq., as it may be amended from time to time.

• Option A: The parties agree to register this Partnership with the Florida Division of Corporations.
• Option B: The parties agree that [Name of General Partner] will handle the Partnership registration with the Florida Division of Corporations.

2. Name and Principal Place of Business

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

• Option A: The principal office of the Partnership shall be located at [Full Address of Principal Office], Florida.
• Option B: The registered agent of the Partnership in Florida shall be [Name of Registered Agent] residing at [Full Address of Registered Agent].

3. Business Purpose

The purpose of the Partnership is to engage in the following business: [Detailed Description of Business Purpose]. The Partnership is permitted to engage in all activities necessary or incidental to the accomplishment of this purpose within the State of Florida.

• Option A: The partnership will operate within the following industry-specific licensing or compliance obligations [List of Obligations].
• Option B: The principal place of business in Florida will be [Address of Business Location].

4. Term

The Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.

• Option A: The partnership can be renewed by unanimous consent of all partners.
• Option B: The partnership shall automatically renew for successive terms of [Number] years unless terminated as provided herein.

5. Capital Contributions

Each partner shall contribute the following capital to the Partnership:

• General Partner 1: [Dollar Amount]
• General Partner 2: [Dollar Amount]
• Limited Partner 1: [Dollar Amount]
• Limited Partner 2: [Dollar Amount]

• Option A: Non-cash contributions shall be valued as follows: [Description of Non-Cash Contributions and Valuation].
• Option B: Additional capital contributions may be required as determined by the General Partner(s) with [Percentage]% approval of all partners. Failure to contribute will result in [Consequences of Failure to Contribute].

6. Allocation of Profits, Losses, and Distributions

The profits, losses, and distributions of the Partnership shall be allocated as follows:

• General Partner 1: [Percentage]%
• General Partner 2: [Percentage]%
• Limited Partner 1: [Percentage]%
• Limited Partner 2: [Percentage]%

• Option A: Special allocations or preferred returns shall be as follows: [Description of Special Allocations or Preferred Returns].
• Option B: Distributions shall be made [Frequency, e.g., Annually, Quarterly] on or before [Date] of each year.

7. Rights, Duties, and Limitations of Partners

The General Partners shall have full and exclusive control of the management and operation of the Partnership. Limited Partners shall not participate in the control of the business.

• Option A: The General Partner(s) shall have the following duties: [List of Duties].
• Option B: The following decisions require unanimous consent of all partners: [List of Decisions Requiring Unanimous Consent].

8. Meetings

Meetings of the partners shall be held at least [Frequency, e.g., Annually, Quarterly].

• Option A: Quorum shall be defined as [Percentage]% of all partners, whether present or by proxy.
• Option B: Partners may act by written consent in lieu of a meeting, with unanimous consent required.

9. Authority of General Partners

The General Partners shall have the authority to bind the Partnership.

• Option A: The following actions require unanimous partner approval: [List of Actions Requiring Unanimous Approval, e.g., mergers, dissolution].
• Option B: Major capital expenditures exceeding [Dollar Amount] require the approval of limited partners.

10. Admission of New Partners

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

• Option A: Prerequisites for admission include [List of Prerequisites].
• Option B: Admission of a new partner requires amendment of the partnership agreement filed with the Florida Division of Corporations.

11. Transfer of Partnership Interests

No partner may transfer, assign, pledge, or encumber their partnership interest without the consent of [Percentage]% of the other partners.

• Option A: The Partnership shall have a right of first refusal on any proposed transfer.
• Option B: Transfer restrictions apply in the event of bankruptcy or incompetence of any partner, as outlined in Florida law.

12. Withdrawal, Resignation, Expulsion, Incapacitation, or Death of a Partner

Upon the withdrawal, resignation, expulsion, incapacitation, or death of a partner, the remaining partners shall have the option to purchase the departing partner’s interest.

• Option A: The buyout price shall be determined by [Valuation Method].
• Option B: Required notices shall be given within [Number] days of the event.

13. Partner Liability

The liability of the Limited Partners shall be limited as provided by Florida law. The General Partners shall be personally liable for the debts and obligations of the Partnership.

• Option A: The partnership shall maintain D&O insurance coverage for partners and officers.
• Option B: The partnership shall indemnify the general partners for liabilities arising from the operation of the business, subject to certain limitations.

14. Tax Matters

The Partnership intends to be treated as a partnership for federal and state income tax purposes.

• Option A: The Tax Matters Partner shall be [Name of Tax Matters Partner].
• Option B: The partnership will provide K-1 forms to partners annually.

15. Records and Accounting

The Partnership shall maintain complete and accurate books of account.

• Option A: Partners shall have the right to inspect the Partnership’s records upon reasonable notice.
• Option B: The partnership shall comply with Florida law on records access and annual reporting to the Division of Corporations.

16. Confidentiality, Non-Competition, and Non-Solicitation

Each partner agrees to maintain the confidentiality of the Partnership’s proprietary information.

• Option A: Non-competition agreements apply to partners for [Number] years following their departure from the partnership.
• Option B: Non-solicitation of clients or employees is prohibited for [Number] years following departure.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation or arbitration.

• Option A: Mediation shall be conducted in [City, Florida].
• Option B: Arbitration shall be governed by the Florida Arbitration Code.

18. Regulatory Compliance

The Partnership shall comply with all applicable federal, state, and local laws and regulations, including those specific to the State of Florida.

• Option A: The partnership will maintain all necessary licenses and permits to operate in Florida.
• Option B: The partnership shall maintain good standing with the Florida Division of Corporations.

19. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage]% of the partners.

• Option A: Amendments required by law or tax regulations shall be made promptly.
• Option B: Amendments must be filed with the Florida Division of Corporations if they materially alter the partnership agreement.

20. Dissolution

The Partnership may be dissolved upon the occurrence of certain events.

• Option A: Dissolution requires the consent of [Percentage]% of the partners.
• Option B: Upon dissolution, assets shall be distributed in accordance with Florida law.

21. Integration and Severability

This Agreement constitutes the entire agreement between the parties.

• Option A: If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in effect.
• Option B: The laws of the State of Florida shall govern this agreement.

22. Insurance Requirements

The Partnership shall maintain insurance coverage as deemed necessary.

• Option A: The Partnership shall maintain general liability insurance of at least [Dollar Amount].
• Option B: The Partnership shall maintain worker's compensation insurance as required by Florida law.

23. Partner Compensation

Partners may receive compensation for services rendered to the Partnership.

• Option A: The compensation for [Name of Partner] will be [Dollar Amount] per year.
• Option B: Partners are entitled to reimbursement for reasonable expenses incurred on behalf of the Partnership.

24. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, specifically the Florida Revised Uniform Limited Partnership Act.

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