Kansas limited partnership agreement template

Kansas Limited Partnership Agreement

This Limited Partnership Agreement is made and entered into as of [Date], by and among the parties listed herein, for the purpose of forming a limited partnership under the Kansas Revised Uniform Limited Partnership Act (KRULPA).

1. Formation of Limited Partnership

• Option A: The parties hereby form a limited partnership under the laws of the State of Kansas.
• Option B: The General Partner(s) shall execute and file a Certificate of Limited Partnership with the Kansas Secretary of State as required by KRULPA.

2. Name of Limited Partnership

• The name of the limited partnership shall be [Partnership Name]. The name must comply with Kansas naming requirements for limited partnerships.

3. Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful business or activity permitted under the laws of the State of Kansas.
• Option B: The purpose of the Partnership is specifically limited to [Specific Business Purpose]. The Partnership shall not engage in any other business or activity without the consent of all partners.

4. Principal Place of Business & Registered Agent

• The principal place of business of the Partnership shall be located at [Address], in the State of Kansas.
• The registered office of the Partnership in the State of Kansas shall be located at [Registered Office Address].
• The registered agent of the Partnership in the State of Kansas shall be [Registered Agent Name], whose address is [Registered Agent Address].

5. Term

• Option A: The term of the Partnership shall commence on the date of this Agreement and shall continue perpetually unless sooner terminated as provided herein.
• Option B: The term of the Partnership shall commence on the date of this Agreement and shall continue until [Date of Termination], unless sooner terminated as provided herein.

6. Partners

• Option A: The names and addresses of all partners, and their respective designation as General Partner or Limited Partner, are set forth in Exhibit A attached hereto.
• Option B: The initial partners of the Partnership are:
  • [General Partner Name], residing at [Address], is a General Partner.
  • [Limited Partner Name], residing at [Address], is a Limited Partner.

7. Capital Contributions

• Each partner shall contribute capital to the Partnership as follows:
  • [General Partner Name] shall contribute [Dollar Amount or Description of Property/Services]. Valuation of non-cash contributions: [Valuation Method].
  • [Limited Partner Name] shall contribute [Dollar Amount or Description of Property/Services]. Valuation of non-cash contributions: [Valuation Method].
• Option A: All initial capital contributions shall be made within [Number] days of the effective date of this Agreement.
• Option B: Future capital calls may be made by the General Partner(s) upon [Number] days' written notice to all partners. Failure to contribute will result in: [Penalty for Default].

8. Allocations of Profits, Losses, and Distributions

• Option A: Profits and losses of the Partnership shall be allocated among the partners in proportion to their respective capital contributions.
• Option B: Profits, losses, and distributions will be allocated as follows:
  • [General Partner Name]: [Percentage]% of Profits and Losses
  • [Limited Partner Name]: [Percentage]% of Profits and Losses
• Distributions of cash or property shall be made to the partners at such times and in such amounts as the General Partner(s) may determine, subject to reserve requirements: [Description of Reserve Requirements].

9. Management

• The management and control of the Partnership's business shall be vested exclusively in the General Partner(s).
• Limited Partners shall have no right to participate in the management or control of the Partnership's business, except as specifically provided by KRULPA or this Agreement.
• Option A: The General Partner(s) shall have the authority to bind the Partnership.
• Option B: The General Partner(s) may delegate specific management responsibilities to employees or agents of the Partnership.

10. Rights, Powers, and Duties of General Partners

• The General Partner(s) shall have the following rights, powers, and duties:
  • To manage the day-to-day operations of the Partnership.
  • To enter into contracts on behalf of the Partnership.
  • To maintain accurate books and records of the Partnership.
  • To prepare and file all necessary tax returns and other required filings.
  • To act with the duty of care and loyalty to the partnership and the other partners.
• Option A: The General Partner is/are entitled to compensation: [Description of compensation].
• Option B: The General Partner is/are not entitled to compensation for serving as General Partner.

11. Rights, Powers, and Restrictions of Limited Partners

• The Limited Partner(s) shall have the following rights, powers, and restrictions:
  • To receive their allocated share of profits, losses, and distributions.
  • To inspect the books and records of the Partnership, upon reasonable notice.
  • Limited Partners shall not participate in the management or control of the Partnership.
• Option A: Limited Partners shall have voting rights on the following matters: [List of Matters].
• Option B: Limited Partners shall not have voting rights.

12. Partner Meetings

• Meetings of the partners may be called by the General Partner(s).
• Written notice of any meeting shall be given to all partners at least [Number] days prior to the date of the meeting.
• A quorum for any meeting shall consist of partners holding at least [Percentage]% of the partnership interests.
• Option A: Decisions shall be made by a majority vote of the partners present at the meeting.
• Option B: Certain actions require unanimous consent: [List of Actions Requiring Unanimous Consent].

13. Admission of New Partners

• Option A: New partners may be admitted to the Partnership only with the unanimous consent of all existing partners.
• Option B: New partners may be admitted with a [Percentage]% consent of the existing partners.
• Any new partner shall make a capital contribution as determined by the General Partner(s). The existing partnership agreement will require amendment to reflect changes in partnership interest.

14. Transfer of Partnership Interests

• Option A: No partner may transfer their partnership interest without the consent of all other partners.
• Option B: Transfers are allowed with a right of first refusal to existing partners: [Details of Right of First Refusal]. Valuation of the transferred interest will be: [Valuation Methodology].

15. Withdrawal/Expulsion of Partners

• Option A: A partner may withdraw from the Partnership only with the consent of all other partners.
• Option B: Partners can withdraw with [Number] days written notice. Consequences of withdrawal are: [Consequences of Withdrawal].
• The General Partner(s) may expel a partner for cause, including: [List of Reasons for Expulsion]. Consequences of expulsion are: [Consequences of Expulsion].

16. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • The expiration of the term of the Partnership, if any.
  • 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 sale of substantially all of the Partnership's assets.
  • Judicial dissolution under Kansas law.
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: (1) to creditors; (2) to partners in repayment of loans; (3) to partners in repayment of capital contributions; and (4) to partners in proportion to their respective interests in profits. The Partnership shall comply with all dissolution requirements under Kansas law, including notice to creditors and regulatory filings.

17. Indemnification

The Partnership shall indemnify and hold harmless the General Partner(s) from and against any and all losses, claims, damages, liabilities, and expenses (including attorney's fees) arising out of their management of the Partnership, except for losses resulting from their gross negligence or willful misconduct. Limited partners are not liable for partnership debts beyond their contribution.

18. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Mediation in [City, Kansas].
  • Option B: Binding arbitration in [City, Kansas], 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 Kansas.

19. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal place of business.
• All partners shall have the right to inspect and copy the books and records of the Partnership upon reasonable notice.

20. Amendments

• This Agreement may be amended only by a written instrument signed by all of the partners.
• Option A: Amendment requires unanimous consent.
• Option B: Amendment requires [Percentage]% consent of all partners.

21. Tax Matters

• The tax matters partner (or partnership representative under IRS audit rules) shall be [Name of Partner].
• The partnership shall be responsible for filing all required federal, Kansas state, and local tax filings, including K-1 issuance.

22. Kansas-Specific Compliance

• This agreement is intended to comply with all applicable Kansas laws, including the KRULPA.
• The partners acknowledge and agree to comply with all Kansas-specific reporting and publication requirements.

23. Confidentiality, Non-Compete, and Non-Solicitation

• Option A: All partners shall maintain the confidentiality of the Partnership's confidential information.
• Option B: General Partners agree to non-compete and non-solicitation obligations: [Details of Obligations].

24. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally or sent by certified mail, return receipt requested, to the address of the partner as set forth in this Agreement.

25. 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.

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

[General Partner Name]

[Limited Partner Name]