Georgia limited partnership agreement template

Georgia Limited Partnership Agreement

This Limited Partnership Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and among the parties listed below, intending to form a limited partnership under the Georgia Revised Uniform Limited Partnership Act (O.C.G.A. Title 14, Chapter 9).

1. Parties:

• General Partner(s):
  • [General Partner 1 Name], whose legal address in Georgia is [General Partner 1 Address] and whose contact information is [General Partner 1 Contact Information].
  • [General Partner 2 Name], whose legal address in Georgia is [General Partner 2 Address] and whose contact information is [General Partner 2 Contact Information].
• Limited Partner(s):
  • [Limited Partner 1 Name], whose legal address in Georgia is [Limited Partner 1 Address] and whose contact information is [Limited Partner 1 Contact Information].
  • [Limited Partner 2 Name], whose legal address in Georgia is [Limited Partner 2 Address] and whose contact information is [Limited Partner 2 Contact Information].

2. Formation and Name:

• The parties hereby form a limited partnership under the laws of the State of Georgia.
• The name of the limited partnership shall be [Partnership Name] (the "Partnership").

3. Business Purpose:

• The purpose of the Partnership is:
  • Option A: To engage in any lawful business, purpose, or activity permitted under the laws of the State of Georgia.
  • Option B: To engage in the specific business of [Specific Business Description] and related activities in the State of Georgia.
• The Partnership's principal place of business in Georgia is located at [Principal Place of Business Address].
• The Partnership's registered agent in Georgia is [Registered Agent Name] located at [Registered Agent Address].

4. Term:

• The term of the Partnership shall commence on the Effective Date and shall continue:
  • Option A: In perpetuity, unless sooner terminated as provided herein.
  • Option B: For a term of [Number] years, expiring on [Expiration Date], unless sooner terminated as provided herein.
  • Option C: Until the occurrence of [Specified Event Triggering Dissolution].

5. Capital Contributions:

• Each partner shall contribute the following capital to the Partnership:
  • [General Partner 1 Name]: [Contribution Amount or Description] (e.g., \$[Amount] cash, real property located at [Address] appraised at \$[Value]). Due date: [Date].
  • [General Partner 2 Name]: [Contribution Amount or Description]. Due date: [Date].
  • [Limited Partner 1 Name]: [Contribution Amount or Description]. Due date: [Date].
  • [Limited Partner 2 Name]: [Contribution Amount or Description]. Due date: [Date].
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon the affirmative vote of [Percentage or Fraction]% of the general partners. The amount and due date shall be determined by the general partners.
    • Consequences of failure to contribute: [Specify consequences, e.g., dilution of ownership, interest payment].
• Valuation Method (if non-cash contributions): [Describe valuation method, e.g., independent appraisal, agreed-upon value].

6. Allocation of Profits, Losses, and Distributions:

• Profits and losses shall be allocated among the partners in proportion to their respective ownership percentages as follows:
  • [General Partner 1 Name]: [Percentage]%
  • [General Partner 2 Name]: [Percentage]%
  • [Limited Partner 1 Name]: [Percentage]%
  • [Limited Partner 2 Name]: [Percentage]%
• Distributions shall be made:
  • Option A: At the discretion of the general partners.
  • Option B: Quarterly, within [Number] days after the end of each quarter.
• Tax Distributions: The Partnership shall make distributions to the partners in an amount sufficient to pay their estimated federal and Georgia income tax liabilities attributable to their distributive shares of Partnership income.
• All allocations shall comply with Section 704(b) of the Internal Revenue Code.

7. Management:

• General partners shall have the sole and exclusive right and responsibility to manage the Partnership. Limited partners shall not participate in the control of the business of the Partnership.
• Powers of General Partners: The general partners shall have the power to:
  • Enter into contracts on behalf of the Partnership.
  • Borrow money on behalf of the Partnership.
  • Hire and fire employees.
  • Open and maintain bank accounts.
• Duties and Obligations: Each general partner shall act in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

8. Voting Rights and Meetings:

• General partners shall have voting rights in proportion to their respective ownership percentages.
• Meetings:
  • Regular meetings shall be held [Frequency, e.g., annually, quarterly].
  • Special meetings may be called by [Who can call special meetings, e.g., any general partner].
  • Notice of meetings: [Number] days written notice shall be given for all meetings.
  • Quorum: A quorum shall consist of [Percentage or Number]% of the general partners.
• Consent Thresholds for Major Actions:
  • Admission of new general partner: [Percentage or Fraction]% of all partners.
  • Amendment of this Agreement: [Percentage or Fraction]% of all partners.
  • Merger or consolidation: [Percentage or Fraction]% of all partners.
  • Dissolution: [Percentage or Fraction]% of all partners.

9. Restrictions on Limited Partner Participation:

• Limited partners shall not:
  • Participate in the day-to-day management of the Partnership.
  • Bind the Partnership in any contract.
  • Act as an agent of the Partnership without the express written consent of the general partners.
• These restrictions are intended to maintain the limited liability of the limited partners under O.C.G.A. § 14-9-303.

10. Partnership Representative and Tax Matters:

• The Partnership Representative shall be [Partnership Representative Name].
• The Tax Matters Partner shall be [Tax Matters Partner Name].
• The Partnership shall maintain its books and records in accordance with generally accepted accounting principles (GAAP).
• The Partnership shall provide each partner with a Schedule K-1 within [Number] days after the end of each taxable year.
• The Partnership shall keep the following records at its principal place of business:
  • A current list of the names and addresses of all partners.
  • A copy of the Certificate of Limited Partnership and all amendments thereto.
  • Copies of the Partnership's federal, state, and local income tax returns.
• Inspection Rights: Partners shall have the right to inspect the Partnership's books and records during normal business hours per O.C.G.A. § 14-9-305.

11. Admission of New Partners:

• New partners may be admitted to the Partnership upon:
  • The unanimous written consent of all existing general partners.
  • The new partner contributing capital in the amount of [Amount or Formula].
• Right of First Refusal: Existing partners shall have a right of first refusal to purchase the interest of any partner who desires to sell their interest.
• Amendments to Certificate: Upon admission of a new partner, the Certificate of Limited Partnership shall be amended as required by Georgia law.

12. Transferability of Partnership Interests:

• No partner may transfer their interest in the Partnership without the prior written consent of [Percentage or Fraction]% of the general partners.
• Permitted Transfers: Transfers to immediate family members (spouse, children, parents) shall be permitted.
• Withdrawal, Retirement, or Expulsion:
  • Option A: Partners may not withdraw from the Partnership.
  • Option B: A partner may withdraw upon [Number] days written notice to the other partners.
    • Valuation of Interest Upon Withdrawal: [Describe valuation method, e.g., appraisal, formula].

13. Liability:

• General partners shall be liable for the debts and obligations of the Partnership.
• Limited partners shall not be liable for the debts and obligations of the Partnership, except as provided by Georgia law (e.g., participation in control).

14. Indemnification:

• The Partnership shall indemnify each general and limited partner, to the fullest extent permitted by Georgia law, against any and all losses, claims, damages, liabilities, and expenses incurred in connection with the Partnership's business.
• Insurance: The Partnership shall maintain adequate insurance coverage, including [Specify types of insurance, e.g., general liability, D&O].

15. Dispute Resolution:

• Any dispute arising out of or relating to this Agreement shall be:
  • Option A: Resolved by binding arbitration in [City, Georgia] in accordance with the rules of the American Arbitration Association.
  • Option B: Litigated in the state or federal courts located in [County, Georgia].

16. Certificate of Limited Partnership:

• The general partners shall execute and file a Certificate of Limited Partnership with the Georgia Secretary of State as required by law.
• Amendments to the Certificate shall be filed as required by Georgia law to reflect any changes to the information contained therein.

17. Dissolution:

• The Partnership shall dissolve upon:
  • The unanimous written consent of all partners.
  • The death, withdrawal, or bankruptcy of a general partner, unless the remaining partners agree to continue the Partnership.
  • The occurrence of [Specified Event Triggering Dissolution].
• Winding Up: Upon dissolution, the general partners shall wind up the affairs of the Partnership, liquidate its assets, and distribute the proceeds in accordance with Georgia law.

18. Compliance with Laws:

This Agreement and the operation of the Partnership shall comply with all applicable federal, state, and local laws, rules, and regulations, including the Georgia Revised Uniform Limited Partnership Act, the Georgia Business Corporation Code (as relevant), and all applicable Georgia tax and employment regulations.

19. Confidentiality, Non-Compete, and Non-Solicitation:

• Confidentiality: Each partner shall maintain the confidentiality of the Partnership's confidential information.
• Non-Compete: [Specify terms of non-compete agreement, including duration and geographic scope within Georgia, or state "No non-compete agreement"].
• Non-Solicitation: [Specify terms of non-solicitation agreement, or state "No non-solicitation agreement"].

20. Amendment:

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

21. Miscellaneous:

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• 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.
• Electronic Signatures: Electronic signatures shall be permitted and treated as original signatures under Georgia law.

[Partner Signature Line]
[Partner Printed Name]
[Partner Title: General Partner or Limited Partner]

[Partner Signature Line]
[Partner Printed Name]
[Partner Title: General Partner or Limited Partner]

(Add signature lines for each partner)