Idaho limited partnership agreement template

Idaho Limited Partnership Agreement

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

1. Formation of Limited Partnership

This Agreement forms a limited partnership under the Idaho Revised Uniform Limited Partnership Act, Idaho Code Title 53, Chapter 2, and other applicable laws of the State of Idaho.

The partners hereby agree to form a limited partnership to be known as [Partnership Name] (the “Partnership”).

2. Partners

General Partner(s):

• [General Partner Name 1], residing at [Address]
• [General Partner Name 2], residing at [Address] (if applicable)

Limited Partner(s):

• [Limited Partner Name 1], residing at [Address]
• [Limited Partner Name 2], residing at [Address] (if applicable)

3. Purpose and Scope of Business

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

The Partnership's principal place of business in Idaho is located at [Physical Address].

The Partnership's duration shall be:

• Option A: Perpetual
• Option B: A term of [Number] years, commencing on the date of this Agreement.
• Option C: Until the occurrence of the following event: [Description of Event].

4. Capital Contributions

Initial Capital Contributions:

• [General Partner Name 1]: [Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services), or [Promissory Note Details] (Promissory Note). Valued at [Dollar Amount].
• [Limited Partner Name 1]: [Amount] (Cash), [Description of Property] (Property), [Description of Services] (Services), or [Promissory Note Details] (Promissory Note). Valued at [Dollar Amount].

Future Capital Contributions:

• The General Partner(s) may call for additional capital contributions from all partners.
• The total amount of additional capital contributions shall not exceed [Dollar Amount].
• The procedure for requesting additional capital contributions is as follows: [Description of Procedure].

Failure to Contribute:

• Option A: If a partner fails to make a required capital contribution, the other partners may elect to loan the defaulting partner the required funds.
• Option B: If a partner fails to make a required capital contribution, the other partners may dilute the defaulting partner's ownership percentage. The method of dilution is as follows: [Description of Dilution Method].

5. Allocation of Profits and Losses

Profits and losses shall be allocated to each partner in proportion to their respective ownership percentages.

The ownership percentages are as follows:

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

Distributions will be made:

• Option A: Annually, within [Number] days of the end of the fiscal year.
• Option B: Quarterly, within [Number] days of the end of each quarter.
• Option C: At the discretion of the General Partner(s), subject to Idaho Code §53-2-508 regarding restricted distributions.

6. Management and Control

The General Partner(s) shall have the exclusive authority to manage and control the Partnership's business.

The General Partner(s) shall exercise their powers with the standard of care required under Idaho law.

Limited Partners shall not participate in the day-to-day management of the partnership.

Specific Powers of General Partners:

• Authority to execute contracts on behalf of the Partnership.
• Authority to open and manage bank accounts for the Partnership in Idaho.

7. Voting Rights

General Partners shall have voting rights proportional to their ownership percentages.

Limited Partners shall have voting rights only on the following matters:

• Amendment of this Agreement.
• Dissolution of the Partnership.
• Sale of all or substantially all of the Partnership's assets.

The voting threshold for the above matters is [Percentage]% of the partners' interests.

Partner meetings will be held:

• Option A: Annually, at [Location].
• Option B: As needed, upon [Number] days' notice to all partners.

8. Transfer of Partnership Interests

No partner may transfer, assign, or encumber their partnership interest without the prior written consent of all other partners.

Right of First Refusal:

• Option A: If a partner desires to transfer their interest, they must first offer it to the other partners at a price determined by [Valuation Method].
• Option B: No right of first refusal exists.

Withdrawal/Expulsion:

• Option A: A partner may withdraw from the partnership by providing [Number] days' written notice to the other partners.
• Option B: A partner may be expelled for cause, including [List of Causes].

9. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events:

• The expiration of its term (if applicable).
• The agreement of all partners.
• An event of withdrawal of a general partner under Idaho Code.
• Any other event causing dissolution under Idaho law.

Upon dissolution, a liquidator shall be appointed to wind up the Partnership's affairs.

The assets of the Partnership shall be distributed in the following order:

1. Payment of debts and liabilities to creditors.
2. Repayment of loans from partners.
3. Distribution to partners in proportion to their ownership percentages.

10. Indemnification and Limitation of Liability

To the fullest extent permitted by Idaho law, the Limited Partners shall not be personally liable for the debts, obligations, or liabilities of the Partnership.

The Partnership shall indemnify the General Partner(s) against any losses, damages, or liabilities incurred in connection with the Partnership's business, except for those arising from their gross negligence or willful misconduct.

11. Dispute Resolution

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

• Option A: Negotiation.
• Option B: Mediation, administered by [Mediation Organization].
• Option C: Binding arbitration, conducted in [City, Idaho] in accordance with the rules of the American Arbitration Association.

The venue for any legal action relating to this Agreement shall be in [County], Idaho.

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

12. Books and Records

The Partnership shall maintain complete and accurate books and records at its principal place of business in Idaho.

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

13. Amendments

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

14. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns.

15. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by:

• Certified mail, return receipt requested.
• Personal delivery.
• Email, with confirmation of receipt.

Notices shall be addressed to the parties at the addresses set forth in Section 2 above.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

17. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Tax Matters

The Partnership's fiscal year-end is [Date].

The Partnership shall elect [Tax Classification, e.g., partnership, association taxable as a corporation] for federal income tax purposes.

[General Partner Name] is hereby designated as the Partnership Representative.

19. Admission of New Partners

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

New General Partners may be admitted only with the unanimous consent of all existing partners.

The procedure for admitting a new partner is as follows: [Description of Procedure].

Any admission of partners shall be properly filed with the Idaho Secretary of State using form LP-1/LP-3.

20. Idaho Law Compliance

This agreement is intended to comply with all applicable provisions of the Idaho Revised Uniform Limited Partnership Act (Idaho Code Title 53, Chapter 2) and other applicable Idaho law.

The partners shall comply with all applicable Idaho statutes and regulations, including those relating to industry-specific or licensing requirements.

21. Signature

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

____________________________
[General Partner Name 1]

____________________________
[General Partner Name 2]

____________________________
[Limited Partner Name 1]

____________________________
[Limited Partner Name 2]

[Notary Public Acknowledgement as Required by Idaho Law]