Iowa limited partnership agreement template

Iowa Limited Partnership Agreement

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

1. Parties

• General Partners:
  • [General Partner Name 1], residing at [Address], [City], Iowa, [Zip Code], Email: [Email Address], Phone: [Phone Number] - Admitted as General Partner on [Date]
  • [General Partner Name 2], residing at [Address], [City], Iowa, [Zip Code], Email: [Email Address], Phone: [Phone Number] - Admitted as General Partner on [Date]
• Limited Partners:
  • [Limited Partner Name 1], residing at [Address], [City], Iowa, [Zip Code], Email: [Email Address], Phone: [Phone Number] - Admitted as Limited Partner on [Date]
  • [Limited Partner Name 2], residing at [Address], [City], Iowa, [Zip Code], Email: [Email Address], Phone: [Phone Number] - Admitted as Limited Partner on [Date]

2. Formation and Name

• The parties hereby form a limited partnership (the "Partnership") under the Iowa Uniform Limited Partnership Act, Iowa Code Chapter 488.
• The name of the Partnership shall be [Partnership Name].

3. Business Purpose

• The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].
• Option A: The Partnership shall have the power to do all things necessary or convenient to carry out its business and affairs under Iowa law.
• Option B: The Partnership's business purpose shall be strictly limited to the above-stated purpose, and it may not engage in any other activity without the unanimous consent of the General Partners.

4. Term

• The term of the Partnership shall commence on the date of this Agreement and shall continue until:
  • Option A: A specific date: [Date].
  • Option B: The occurrence of a specific event: [Description of Event].
  • Option C: Dissolution in accordance with the provisions of this Agreement and Iowa law.

5. Principal Place of Business

• The principal place of business of the Partnership shall be located at [Address], [City], Iowa, [Zip Code].
• The Partnership may establish additional places of business as determined by the General Partners.

6. Capital Contributions

• Each Partner shall contribute the following capital to the Partnership:
  • [General Partner Name 1]: [Amount] (Cash, Property, Services described as: [Description of Property/Services]).
  • [General Partner Name 2]: [Amount] (Cash, Property, Services described as: [Description of Property/Services]).
  • [Limited Partner Name 1]: [Amount] (Cash, Property, Services described as: [Description of Property/Services]).
  • [Limited Partner Name 2]: [Amount] (Cash, Property, Services described as: [Description of Property/Services]).
• The value of any property or services contributed shall be determined by:
  • Option A: Agreement of all partners.
  • Option B: Independent appraisal by [Appraiser Name].
• Additional capital contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the General Partners.

7. Ownership and Equity Percentages

• The ownership and equity percentages of each Partner shall be as follows:
  • [General Partner Name 1]: [Percentage]%.
  • [General Partner Name 2]: [Percentage]%.
  • [Limited Partner Name 1]: [Percentage]%.
  • [Limited Partner Name 2]: [Percentage]%.
• These percentages represent both economic and voting interests.

8. Management

• The management and control of the Partnership shall be vested exclusively in the General Partners.
• The General Partners shall have the authority to:
  • Option A: Manage the day-to-day operations of the Partnership.
  • Option B: Delegate management responsibilities to designated agents.
• Actions requiring unanimous consent of the General Partners: [List of Actions].

9. Rights and Duties of Limited Partners

• The Limited Partners shall have no right to participate in the control of the business of the Partnership.
• Limited Partners shall have the right to:
  • Receive information regarding the Partnership's affairs as required by Iowa law (Iowa Code 488.304).
  • Inspect the Partnership's books and records.

10. Limitations on Liability

• The liability of the Limited Partners shall be limited as provided in Iowa Code 488.304.
• The Partnership shall indemnify the Limited Partners to the extent permitted by Iowa law.
• The Partnership will maintain liability insurance with coverage of [Dollar Amount].

11. Partnership Records and Books of Account

• The Partnership shall maintain complete and accurate books of account at its principal place of business, in accordance with generally accepted accounting principles (GAAP).
• Partners shall have the right to inspect and copy such records as provided by Iowa Code 488.111.

12. Profit, Loss, and Cash Distributions

• Profits and losses shall be allocated to the Partners in proportion to their ownership percentages.
• Option A: Cash distributions shall be made to the Partners at such times and in such amounts as the General Partners may determine.
• Option B: Cash distributions shall be made quarterly in proportion to the Partners' ownership percentages.

13. Tax Matters

• The Partnership shall be treated as a partnership for federal and Iowa income tax purposes.
• The Partnership shall designate [Name] as the Partnership Representative for IRS and Iowa Department of Revenue purposes.
• K-1s shall be issued to each partner by [Date] each year.

14. Admission of New Partners

• New Partners (General or Limited) may be admitted to the Partnership upon:
  • Option A: Unanimous consent of the existing General Partners and approval by Partners holding at least [Percentage]% of the partnership interests.
  • Option B: Majority consent of all partners.
• Admission requires the filing of an Amended Certificate of Limited Partnership with the Iowa Secretary of State.

15. Transfer of Partnership Interests

• No Partner may transfer, assign, or pledge their partnership interest without:
  • Option A: The prior written consent of the General Partners.
  • Option B: The right of first refusal to the other partners.
• Permitted Transferees: [Description of Permitted Transferees].

16. Withdrawal, Retirement, Expulsion, or Removal of Partners

• A Partner may withdraw from the Partnership upon:
  • Option A: [Number] days' written notice to the other Partners.
  • Option B: Only with the consent of all other partners.
• Buyout provisions: [Description of Buyout Terms].

17. Dissolution and Winding Up

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • Option A: The expiration of its term.
  • Option B: The unanimous agreement of the Partners.
  • Option C: As otherwise provided by Iowa law (Iowa Code 488.801).
• Distribution of assets upon dissolution shall be in accordance with Iowa law.

18. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved by:
  • Option A: Mediation in Iowa.
  • Option B: Arbitration in Iowa.
• The governing law for all disputes shall be the law of the State of Iowa. Venue shall be in [County] County, Iowa.

19. Regulatory Compliance

• The Partnership shall comply with all applicable Iowa laws and regulations, including:
  • [List any specific Iowa regulatory compliance, e.g., licensure, agricultural regulations].

20. Confidentiality and Non-Competition

• Partners shall maintain the confidentiality of the Partnership's proprietary information.
• Non-competition provisions: [Description of Non-Competition Terms, Time and Geographic Scope Restrictions].

21. Entire Agreement

• This Agreement constitutes the entire agreement among the parties and supersedes all prior oral or written agreements.

22. Amendment

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

23. Indemnification

• The Partnership shall indemnify the Partners, agents, and employees to the fullest extent permitted by Iowa law.

24. Electronic Execution

• This Agreement may be executed in counterparts, including electronic copies.

25. Notices

• All notices hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by certified mail, return receipt requested, to the addresses set forth in Section 1.
• Electronic notices are permitted at the email addresses listed in Section 1.

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

____________________________
[General Partner Name 1]

____________________________
[General Partner Name 2]

____________________________
[Limited Partner Name 1]

____________________________
[Limited Partner Name 2]