Kentucky limited partnership agreement template

Kentucky Limited Partnership Agreement

This Kentucky Limited Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among:

• [Full Legal Name of General Partner 1], residing at [Address of General Partner 1] (“General Partner 1”),
• [Full Legal Name of General Partner 2], residing at [Address of General Partner 2] (“General Partner 2”),
• [Full Legal Name of Limited Partner 1], residing at [Address of Limited Partner 1] (“Limited Partner 1”), and
• [Full Legal Name of Limited Partner 2], residing at [Address of Limited Partner 2] (“Limited Partner 2”),

collectively, the "Partners".

Partner Contact Information:

• General Partner 1: [Phone Number of General Partner 1], [Email of General Partner 1]
• General Partner 2: [Phone Number of General Partner 2], [Email of General Partner 2]
• Limited Partner 1: [Phone Number of Limited Partner 1], [Email of Limited Partner 1]
• Limited Partner 2: [Phone Number of Limited Partner 2], [Email of Limited Partner 2]

Statutory Disclosure: Each Limited Partner acknowledges that under Kentucky Revised Statutes (KRS) 362.2, their liability is limited, except as otherwise provided by law.

Agreement Title: [Partnership Name] Limited Partnership.

Initial Capital Contributions:

• General Partner 1:
  • Option A: Cash Contribution: [Dollar Amount]
  • Option B: Property Contribution: [Description of Property], valued at [Dollar Amount]
  • Option C: Services Contribution: [Description of Services], valued at [Dollar Amount]
• General Partner 2:
  • Option A: Cash Contribution: [Dollar Amount]
  • Option B: Property Contribution: [Description of Property], valued at [Dollar Amount]
  • Option C: Services Contribution: [Description of Services], valued at [Dollar Amount]
• Limited Partner 1:
  • Option A: Cash Contribution: [Dollar Amount]
  • Option B: Property Contribution: [Description of Property], valued at [Dollar Amount]
• Limited Partner 2:
  • Option A: Cash Contribution: [Dollar Amount]
  • Option B: Property Contribution: [Description of Property], valued at [Dollar Amount]

Additional Capital Contributions:

• Option A: Required Additional Contributions: Partners agree to make additional capital contributions as determined by the General Partner(s) up to a maximum of [Dollar Amount] per Partner.
• Option B: No Required Additional Contributions: Partners are not required to make additional capital contributions.

Capital Call Procedure: General Partners will provide written notice of a capital call at least [Number] days prior to the due date. Notice shall state the amount, purpose, and due date of the call.

Adjustment to Contributions: Any adjustments to a Partner's contribution require unanimous written consent of all Partners.

Ownership Percentages: Ownership percentages are as follows: General Partner 1: [Percentage]%, General Partner 2: [Percentage]%, Limited Partner 1: [Percentage]%, Limited Partner 2: [Percentage]%.

Business Purpose and Scope:

• The purpose of the Partnership is to engage in the business of [Description of Business], including all activities reasonably related or incidental thereto, in accordance with Kentucky law.
• Permitted Activities: The Partnership is authorized to: [List of Permitted Activities].
• Principal Office: The principal office of the Partnership in Kentucky is located at [Address of Principal Office]. This address will be registered with the Kentucky Secretary of State.
• Agent for Service of Process: [Name of Registered Agent], located at [Address of Registered Agent].
• Duration:
  • Option A: The Partnership shall continue for a term of [Number] years.
  • Option B: The Partnership shall continue perpetually unless sooner terminated as provided in this Agreement.

Powers, Rights and Responsibilities of General Partners:

• General Partners shall have full and exclusive control over the management and operation of the Partnership business, subject to the limitations set forth in this Agreement and Kentucky law.
• Authority: General Partners have the authority to: [List of Authorities], including but not limited to, executing contracts, managing finances, and hiring employees.
• State-Imposed Limitations: General Partners are subject to the limitations imposed by Kentucky Revised Statutes Chapter 362.2.
• Voting Rights: Each General Partner shall have a voting weight equal to their respective percentage of ownership as stated above.
• Day-to-Day Control: General Partners shall manage the day-to-day operations of the Partnership.
• Limitations on Limited Partners: Limited Partners shall not participate in the control of the business. Actions by Limited Partners that could be construed as participating in the control of the business could jeopardize their limited liability status under Kentucky law.

Meeting Procedures:

• Regular Meetings: The Partners shall hold regular meetings at least [Frequency, e.g., quarterly].
• Special Meetings: Special meetings may be called by any General Partner with [Number] days written notice to all Partners.
• Quorum: A quorum for any meeting shall consist of General Partners representing at least [Percentage]% of the General Partner ownership.
• Notice Requirements: Notice of meetings shall be given at least [Number] days prior to the meeting date, specifying the date, time, location, and agenda.
• Approval Thresholds:
  • Capital Transactions: Approval requires unanimous consent of all General Partners.
  • Mergers, Dissolution, Borrowing, Major Contracts: Approval requires the consent of General Partners representing at least [Percentage]% of the General Partner ownership and the consent of Limited Partners representing at least [Percentage]% of the Limited Partner ownership.
• Action Without Meeting: Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if all Partners consent in writing to the action.

Allocation of Profits, Losses, and Distributions:

• Profits and Losses: Profits and losses shall be allocated among the Partners in proportion to their respective ownership percentages as stated above.
• Distributions:
  • Option A: Distributions shall be made annually.
  • Option B: Distributions shall be made as determined by the General Partners, subject to Kentucky law.
• Method: Distributions shall be made in cash.
• Priorities:
  • First: To repayment of Partner loans to the Partnership.
  • Second: To payment of guaranteed payments to Partners.
  • Third: To Partners in proportion to their ownership percentages.
• Kentucky Compliance: All allocations and distributions shall comply with Kentucky partnership and applicable tax laws.
• Guaranteed Payments:
  • Option A: No guaranteed payments shall be made.
  • Option B: General Partners shall receive guaranteed payments of [Dollar Amount] per year for their services.
• Partner Advances/Loans: Partner advances or loans to the Partnership shall accrue interest at a rate of [Percentage]% per annum.
• Partnership-Level and State Filings:
  • Kentucky Income/Franchise Tax: The Partnership shall file all required Kentucky income and franchise tax returns.
  • Composite Returns: The Partnership may file composite returns on behalf of non-resident Partners.
  • K-1 Preparation and Delivery: The Partnership shall prepare and deliver K-1s to each Partner by [Date].
  • Partnership Representative: [Name of Partner] is designated as the Partnership Representative under federal law.
  • Withholding Obligations: The Partnership shall comply with all withholding obligations for out-of-state Partners.

Admission of New Partners and Transfer of Interests:

• Admission of New Limited Partners: The admission of a new Limited Partner requires the consent of the General Partners representing at least [Percentage]% of the General Partner ownership.
• Admission of New General Partners: The admission of a new General Partner requires the unanimous consent of all existing Partners.
• Buy-In Procedures: New Partners shall contribute capital to the Partnership in an amount to be determined by the General Partners, reflecting the fair market value of the Partnership interest being acquired.
• Approvals: All admissions of new partners are subject to the review and approval of the General Partners.
• Due Diligence/Documentation: The Partnership may conduct due diligence on potential new partners and require the execution of appropriate documentation.
• Transfer Restrictions: No Partner may transfer or assign their partnership interest without the prior written consent of the General Partners representing at least [Percentage]% of the General Partner ownership and the consent of Limited Partners representing at least [Percentage]% of the Limited Partner ownership. Any transfer must comply with Kentucky law.
• Registration of New Partners: New partners must be registered with the appropriate Kentucky authorities.
• Rights of First Refusal:
  • Option A: The Partnership shall have a right of first refusal to purchase any partnership interest that a Partner proposes to transfer.
  • Option B: The remaining Partners shall have a right of first refusal to purchase any partnership interest that a Partner proposes to transfer, proportionate to their ownership percentages.
• Buy-Sell Provisions:
  • Option A: Upon the occurrence of certain events (e.g., death, disability, bankruptcy), the remaining Partners shall have the option to purchase the withdrawing Partner's interest.
  • Option B: Upon the occurrence of certain events (e.g., death, disability, bankruptcy), the withdrawing Partner's interest shall be automatically purchased by the Partnership or the remaining Partners. The purchase price shall be determined by [Method of Valuation].

Dissolution and Winding Up:

• Events Causing Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events: [List of Events], subject to Kentucky law.
• Winding Up: Upon dissolution, the General Partners shall wind up the affairs of the Partnership, including liquidating assets, paying debts, and distributing remaining assets to the Partners in accordance with their respective ownership percentages.
• Distribution of Assets: Assets shall be distributed in the following order of priority: [Order of Priority].
• Compliance with Kentucky Law: The dissolution and winding up of the Partnership shall be conducted in accordance with Kentucky law.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

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

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[Full Legal Name of General Partner 1], General Partner 1

____________________________
[Full Legal Name of General Partner 2], General Partner 2

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[Full Legal Name of Limited Partner 1], Limited Partner 1

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[Full Legal Name of Limited Partner 2], Limited Partner 2