Hawaii limited partnership agreement template

Hawaii Limited Partnership Agreement

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

• [General Partner Name], residing at [General Partner Address], hereinafter referred to as the “General Partner”.
• [Limited Partner Name], residing at [Limited Partner Address], hereinafter referred to as the “Limited Partner”.

WHEREAS, the parties desire to form a limited partnership under the Hawaii Uniform Limited Partnership Act, Haw. Rev. Stat. Chapter 425E.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

• Formation

  • The parties hereby form a limited partnership (the "Partnership") under the laws of the State of Hawaii, specifically Haw. Rev. Stat. Chapter 425E.
  • The name of the Partnership shall be [Partnership Name].
  • The Partnership's registered agent for service of process in Hawaii is [Registered Agent Name], located at [Registered Agent Address].
  • The Certificate of Limited Partnership shall be filed with the Hawaii Department of Commerce and Consumer Affairs (DCCA).

• Business Purpose

  • The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].
  • Option A: The Partnership is authorized to conduct any and all lawful activities necessary or incidental to the foregoing.
  • Option B: The Partnership's business shall be limited to the specific activities described above.
  • The principal place of business in Hawaii shall be [Principal Place of Business Address].

• Partners

  • The General Partner shall have unlimited liability for the debts and obligations of the Partnership.
  • The Limited Partner shall have limited liability to the extent of their capital contribution, except as provided in Haw. Rev. Stat. §425E-303.
  • Additional Partners may be admitted only upon the unanimous written consent of all existing partners.
    • Upon the admission of a new partner, Section X of this agreement shall be consulted regarding capital account adjustment.

• Capital Contributions

  • The General Partner shall contribute [Dollar Amount] in cash.
  • The Limited Partner shall contribute [Dollar Amount] in cash/property/services.
  • Option A: The initial capital contribution of property is valued at [Dollar Amount], as determined by [Valuation Method].
  • Option B: All partners agree to further contributions as required up to a total amount of [Dollar Amount].
  • Failure to make additional capital contributions as required may result in the dilution of the defaulting partner's interest.

• Profit and Loss Allocation

  • Profits and losses shall be allocated in proportion to partners' capital contributions.
  • Option A: Profits and losses shall be allocated according to a set ratio: General Partner - [Percentage], Limited Partner - [Percentage].
  • Option B: Distributions will be prioritized up to the amount of each partner's initial capital contribution before any profit split.

• Distributions

  • Distributions shall be made at the discretion of the General Partner, subject to the availability of funds.
  • Distributions shall be made in proportion to partners' capital account balances.
  • Distributions in liquidation will follow the priority scheme of (1) debts to creditors (2) debts to partners (3) return of capital (4) distribution of profits.

• Management

  • The General Partner shall have full and exclusive control over the management and operation of the Partnership.
  • Option A: Specific actions will require unanimous consent: [List Actions].
  • Option B: Meetings of the partners shall be held [Frequency] at [Location], with written notice provided at least [Number] days prior.
  • The Limited Partner shall not participate in the day-to-day management of the Partnership, consistent with Haw. Rev. Stat. §425E-303.

• Transfer of Interest

  • No partner may transfer their interest in the Partnership without the prior written consent of all other partners.
  • Option A: The Partnership shall have the right of first refusal to purchase the transferring partner's interest.
  • Option B: Any transfer without consent shall be void.

• Withdrawal and Expulsion

  • A partner may withdraw from the Partnership upon [Number] days written notice to the other partners.
  • A partner may be expelled from the Partnership for cause, as determined by a [Percentage]% vote of the other partners.
  • Upon withdrawal or expulsion, the withdrawing or expelled partner shall be entitled to receive the fair market value of their interest in the Partnership.

• Dissolution

  • The Partnership shall dissolve upon the occurrence of any of the following events: [List of Dissolution Events].
  • Upon dissolution, the assets of the Partnership shall be distributed in the following order: (1) payment of debts to creditors, (2) repayment of loans to partners, (3) return of capital contributions, (4) distribution of remaining assets in accordance with profit and loss allocation.
  • Any partner will be selected to oversee the winding-up process, including asset liquidation, settling debts, and distributing the remaining assets appropriately.

• Tax Matters

  • The Partnership shall comply with all applicable federal and Hawaii tax laws.
  • The Partnership Representative for IRS purposes shall be the General Partner.
  • The Partnership will file Hawaii partnership tax returns (Form N-20) and pay the Hawaii General Excise Tax (GET), if applicable.
  • Each partner will receive a Schedule K-1 annually.

• Indemnification

  • The Partnership shall indemnify the General Partner and the Limited Partner 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 their gross negligence or willful misconduct.

• Dispute Resolution

  • Any dispute arising out of or relating to this Agreement shall be settled by mediation in Honolulu, Hawaii.
  • If mediation is unsuccessful, the dispute shall be settled by binding arbitration in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association.
  • This agreement shall be governed by and construed in accordance with the laws of the State of Hawaii, and all partners submit to jurisdiction in Hawaii.

• Records

  • The Partnership shall maintain complete and accurate books and records at its principal place of business, in accordance with Hawaii law.
  • All partners shall have the right to inspect the Partnership's books and records.
  • The partnership will maintain records of all statutory filings, including the partnership register.

• Insurance

  • The Partnership shall maintain adequate insurance coverage to protect its assets and operations, as required by Hawaii law.
  • Option A: The partnership shall maintain general liability insurance with a minimum coverage of [Dollar Amount].
  • Option B: The partnership shall obtain worker's compensation insurance as required under Hawaii law.

• Amendments

  • This Agreement may be amended only by a written instrument signed by all of the partners.

• Notices

  • All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or when mailed by certified mail, return receipt requested, to the address of the party as set forth herein.

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

[General Partner Signature]

[General Partner Printed Name]

[Limited Partner Signature]

[Limited Partner Printed Name]