Indiana limited partnership agreement template

Indiana Limited Partnership Agreement

This INDIANA LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of [Date], by and among the parties listed below, pursuant to the Indiana Uniform Limited Partnership Act, Indiana Code Title 23, Article 16.

1. Formation of Limited Partnership

• The parties hereby form a limited partnership under the laws of the State of Indiana.
• Option A: The name of the limited partnership shall be [Partnership Name], L.P.
• Option B: The name shall comply with all requirements of the Indiana Secretary of State.

2. Partners

• The following are the General Partner(s):
• [General Partner Name], residing at [General Partner Address], [General Partner Phone Number], [General Partner Email]
• The following are the Limited Partner(s):
• [Limited Partner Name], residing at [Limited Partner Address], [Limited Partner Phone Number], [Limited Partner Email]
• Additional General or Limited Partners may be admitted as outlined in Section [Section Number].

3. Registered Office and Registered Agent

• The registered office of the Limited Partnership in the State of Indiana shall be located at: [Registered Office Address].
• The registered agent for service of process in the State of Indiana shall be: [Registered Agent Name], residing at [Registered Agent Address].

4. Business Purpose, Principal Place of Business, and Duration

• The purpose of the Limited Partnership is to engage in the following business: [Description of Business Purpose].
• The principal place of business of the Limited Partnership is: [Principal Place of Business Address, City, State], Indiana.
• Option A: The duration of the Limited Partnership shall be perpetual.
• Option B: The duration of the Limited Partnership shall be for a term of [Number] years, commencing on [Start Date] and terminating on [End Date].

5. Capital Contributions

• The initial capital contributions of each partner are as follows:
• [General Partner Name]: [Amount] in cash/property/services. If property, describe: [Description of Property], valued at [Value]. If services, describe: [Description of Services], valued at [Value].
• [Limited Partner Name]: [Amount] in cash/property/services. If property, describe: [Description of Property], valued at [Value]. If services, describe: [Description of Services], valued at [Value].
• Option A: Additional capital contributions may be required as determined by the General Partner(s).
• Option B: Capital calls shall require a vote of [Percentage]% of the partners.
• Remedies for default on capital calls shall be: [Description of Remedies].

6. Allocation of Profits, Losses, and Distributions

• Profits and losses shall be allocated among the partners in proportion to their percentage ownership interests.
• [General Partner Name]: [Percentage]%
• [Limited Partner Name]: [Percentage]%
• Distributions shall be made at the discretion of the General Partner(s).
• Option A: Distributions shall be made [Frequency].
• Option B: Distributions shall be made as determined by the General Partner(s) subject to the requirements of Indiana law.
• Tax allocations shall comply with Indiana tax regulations. K-1s will be delivered by [Date].

7. Management

• The General Partner(s) shall have exclusive management and control of the Limited Partnership.
• Limited Partners shall not participate in the control of the business in a manner that would jeopardize their limited liability under Indiana law.
• Voting rights shall be as follows:
• Each General Partner shall have [Number] votes.
• Each Limited Partner shall have no voting rights, except as required by Indiana law.
• Quorum requirements for partner meetings shall be [Percentage]% of the partners.
• Approval thresholds for ordinary actions shall be [Percentage]% of the General Partners.
• Approval thresholds for extraordinary actions (amendments, mergers, dissolution) shall be [Percentage]% of all partners (General and Limited).

8. Partner Meetings

• Regular partner meetings shall be held [Frequency].
• Special meetings may be called by the General Partner(s) upon [Number] days' notice.
• Notice of meetings shall be provided to all partners at their addresses listed in this Agreement.
• The General Partner(s) shall keep accurate records of all partnership transactions.
• Written consents are required for [List of Major Decisions].

9. Duties and Responsibilities of General Partners

• The General Partner(s) shall owe a fiduciary duty to the Limited Partnership and the Limited Partners.
• Option A: The standard of conduct for the General Partner(s) shall be [Standard of Conduct].
• Option B: The liability of the General Partner(s) shall be limited to the extent permitted by Indiana law.

10. Indemnification

• The Limited Partnership shall indemnify the General Partner(s) and Limited Partners to the fullest extent permitted by Indiana law.
• Indemnification shall not apply to acts of willful misconduct or gross negligence.
• The Limited Partnership may purchase insurance to cover indemnification obligations.

11. Admission of New Partners

• New partners may be admitted upon the consent of [Percentage]% of the existing partners.
• The new partner shall execute a joinder agreement to this Agreement.
• The admission of a new partner shall be reflected in an amendment to the Indiana state partnership records.

12. Transfer and Assignment of Partnership Interests

• Partnership interests may not be transferred or assigned without the consent of [Percentage]% of the remaining partners.
• Option A: The Limited Partnership shall have a right of first refusal on any proposed transfer.
• Option B: Preemptive rights exist for existing partners based on their percentage ownership.
• Valuation of interests for transfer shall be determined by [Valuation Method].

13. Withdrawal, Removal, or Expulsion of Partners

• A partner may withdraw from the Limited Partnership upon [Number] days' written notice to the other partners.
• A partner may be removed or expelled for cause, including: [List of Causes].
• Withdrawal, removal, or expulsion of a General Partner may cause dissolution of the Limited Partnership, subject to the provisions of Indiana Code § 23-16-8-1 et seq.
• Option A: A non-compete agreement applies to withdrawn/removed partners: [Terms of Non-Compete].
• Option B: Buyout mechanics shall be as follows: [Buyout Formula].

14. Limited Liability of Limited Partners

• Limited Partners shall not be liable for the debts or obligations of the Limited Partnership except to the extent of their capital contributions and any agreed-upon obligations.
• Limited Partners shall not participate in the control of the business in a manner that would jeopardize their limited liability under Indiana Code § 23-16-3-1 et seq.
• Safe harbor activities for Limited Partners include: [List of Safe Harbor Activities].

15. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
• Step 1: Escalation to [Name].
• Step 2: Mediation in [City, State].
• Step 3: Binding arbitration in [City, State], governed by Indiana law.
• The forum for any legal action shall be the state or federal courts located in [County Name] County, Indiana.
• Option A: Jury trial is waived.
• Option B: Each party bears their own legal fees.

16. Dissolution and Winding Up

• The Limited Partnership may be dissolved upon:
• Withdrawal of the General Partner(s).
• Unanimous consent of all partners.
• Judicial dissolution as provided by Indiana law.
• Upon dissolution, the assets of the Limited Partnership shall be liquidated and distributed in the following order:
• 1. To creditors of the Limited Partnership.
• 2. To partners in proportion to their capital contributions.
• Required documents will be filed with the Indiana Secretary of State.
• Records will be stored at [Location] post-dissolution.

17. Record Keeping

• The Limited Partnership shall maintain complete and accurate books and records at its principal place of business.
• Partners shall have the right to inspect the books and records upon reasonable notice.
• Records shall be retained for a period of [Number] years.

18. Tax Matters

• The Limited Partnership shall file all required federal and Indiana tax returns.
• A partnership representative for IRS audit purposes shall be designated as [Name].
• Option A: Indiana composite returns for nonresident partners will be handled.
• Option B: Each partner is responsible for their own Indiana state tax obligations.

19. Authority

• The General Partner(s) are authorized to:
• Obtain insurance.
• Establish banking arrangements at Indiana depositories.
• Provide bonding and guarantees.
• Designate authorized signatories for partnership accounts.

20. Compliance

• The Limited Partnership shall comply with all applicable Indiana laws and regulations.
• If the Limited Partnership operates in a regulated sector (e.g., banking, real estate, agri-business), it shall comply with all industry-specific Indiana regulatory requirements.

21. Confidentiality, Intellectual Property, and Data Protection

• Partners shall maintain the confidentiality of all confidential information of the Limited Partnership.
• Intellectual property developed by the Limited Partnership shall be owned by the Limited Partnership.
• The Limited Partnership shall comply with all applicable Indiana data protection laws.

22. Local Government Compliance

The Limited Partnership shall comply with all applicable local government and municipal licensing and zoning requirements.

23. Amendments

• This Agreement may be amended upon the consent of [Percentage]% of the partners.
• Amendments shall be in writing and signed by all consenting partners.
• Amendments to the Indiana state partnership records will be filed as needed.

24. Miscellaneous

• 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 between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Notices: All notices shall be in writing and delivered to the addresses listed in this Agreement.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

25. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
• In the event of a conflict between this Agreement and Indiana law, Indiana law shall prevail.

26. Compliance with Indiana Law

• This Agreement is intended to comply with all requirements of the Indiana Uniform Limited Partnership Act.
• The Limited Partnership shall comply with all applicable Indiana law recordation, publication, and annual reporting requirements.
• The Limited Partnership shall maintain a registered agent and office in Indiana.

27. Signatures

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

[General Partner Name]

• Signature: ____________________________

[Limited Partner Name]

• Signature: ____________________________

Notary Acknowledgment (if required):

• State of Indiana, County of [County Name]
• On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said County and State, personally appeared [Partner Name], known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same for the purposes therein contained.
• Witness my hand and official seal.
• ____________________________
• Notary Public
• My Commission Expires: [Date]