Louisiana limited partnership agreement template

Louisiana Limited Partnership Agreement

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

• General Partner(s):
  • [Name], residing at [Address], [Parish] Parish, Louisiana
  • [Name], residing at [Address], [Parish] Parish, Louisiana
• Limited Partner(s):
  • [Name], residing at [Address], [Parish] Parish, Louisiana
  • [Name], residing at [Address], [Parish] Parish, Louisiana

1. Formation and Name

• The parties hereby form a limited partnership under the laws of the State of Louisiana, subject to the provisions of the Louisiana Revised Statutes, Title 9, Chapter 4, relating to limited partnerships.
  • Option A: The name of the limited partnership shall be [Partnership Name].
  • Option B: The partnership shall operate under the name of [Partnership Name], and may register one or more trade names, d/b/a's, as needed.

2. Business Purpose

• The purpose of the partnership is to engage in the following business: [Description of Business Purpose].
  • Option A: The business shall be limited to activities permissible under Louisiana law.
  • Option B: The business shall be structured to comply with all applicable Louisiana regulations, licenses, and permits related to [Industry].

3. Principal Place of Business

• The principal place of business of the partnership shall be located at [Address], [Parish] Parish, Louisiana.
  • Option A: The partnership may establish additional places of business within or outside the State of Louisiana, subject to the approval of the general partners.
  • Option B: The registered agent for the partnership will be [Name], located at [Address], [Parish] Parish, Louisiana.

4. Term

• The term of the partnership shall commence on the date of this Agreement and shall continue:
  • Option A: Perpetually, unless sooner terminated as provided herein.
  • Option B: For a term of [Number] years, expiring on [Date], unless sooner terminated as provided herein.

5. Capital Contributions

• The initial capital contributions of each partner are as follows:
  • General Partner [Name]: [Amount] (Cash/Property/Services)
  • General Partner [Name]: [Amount] (Cash/Property/Services)
  • Limited Partner [Name]: [Amount] (Cash/Property/Services)
  • Limited Partner [Name]: [Amount] (Cash/Property/Services)
• Additional Capital Contributions:
  • Option A: No partner shall be required to make any additional capital contributions.
  • Option B: The general partners may call for additional capital contributions from all partners in proportion to their percentage interests. Failure to contribute after [Number] days of notice will result in [Penalty, e.g., dilution of ownership].

6. Allocation of Profits, Losses, and Distributions

• The profits, losses, and distributions of the partnership shall be allocated among the partners in proportion to their percentage interests.
  • Option A: All profits, losses, and distributions will be allocated according to the ownership percentages listed in Section 7.
  • Option B: Profits and losses shall be allocated as follows: [Specific Allocation Schedule]. Distributions will be allocated as follows: [Specific Distribution Schedule].
  • Option C: A preferred return of [Percentage]% will be paid to [Partner Name] before other distributions are made.

7. Ownership Percentages

• The percentage interests of each partner are as follows:
  • General Partner [Name]: [Percentage]%
  • General Partner [Name]: [Percentage]%
  • Limited Partner [Name]: [Percentage]%
  • Limited Partner [Name]: [Percentage]%

8. Management

• The management and control of the partnership shall be vested exclusively in the general partners.
  • Option A: The general partners shall have full power and authority to manage the business and affairs of the partnership, subject to the limitations provided herein.
  • Option B: Specific decisions, such as [Examples: Selling assets over \$X, incurring debt over \$Y], require the consent of [Percentage]% of the limited partners.
  • Option C: Limited partners shall have no right or power to participate in the control of the business.

9. Meetings and Voting

• Regular meetings of the partners shall be held [Frequency, e.g., annually].
  • Option A: Special meetings may be called by any general partner.
  • Option B: Notice of meetings shall be given at least [Number] days prior to the meeting date.
  • Option C: Each partner shall have one vote for each percentage point of their ownership interest.
  • Option D: Actions can be taken by unanimous written consent of the partners in lieu of a meeting.

10. Admission of New Partners and Transfer of Interests

• No new partner shall be admitted to the partnership without the consent of all general partners and [Percentage]% of the limited partners.
  • Option A: Transfer of a partnership interest is prohibited without the consent of all partners.
  • Option B: A partner desiring to transfer his or her interest must first offer it to the other partners at [Terms, e.g., fair market value].

11. Withdrawal and Expulsion

• A partner may withdraw from the partnership:
  • Option A: Only with the unanimous consent of the other partners.
  • Option B: Upon [Number] days' written notice to the other partners.
• A partner may be expelled from the partnership:
  • Option A: Only for cause, as determined by a vote of [Percentage]% of the other partners.
  • Option B: Upon a vote of [Percentage]% of the other partners, with or without cause.

12. Dissolution

• The partnership shall be dissolved upon the occurrence of any of the following events:
  • Option A: The withdrawal, death, or bankruptcy of a general partner, unless the remaining partners elect to continue the partnership.
  • Option B: The sale of all or substantially all of the assets of the partnership.
  • Option C: The expiration of the term of the partnership, if any.
  • Option D: Upon the vote of all general partners and [Percentage]% of the limited partners.
• Upon dissolution, the assets of the partnership 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, (4) to partners in proportion to their percentage interests.

13. Tax Matters

• The "tax matters partner" shall be [Name].
  • Option A: The partnership will comply with all Louisiana and federal tax laws.
  • Option B: The partnership will file a Louisiana composite tax return for nonresident partners.
  • Option C: Each partner will receive a K-1 form annually.

14. Liability

• The liability of the limited partners shall be limited to their capital contributions, as provided by Louisiana law.
  • Option A: Limited partners shall not participate in the control of the business in a manner that would jeopardize their limited liability status under Louisiana law.
  • Option B: The general partners shall be liable for all debts and obligations of the partnership.

15. Indemnification

• The partnership shall indemnify the general partners against any and all losses, claims, damages, liabilities, and expenses arising out of their management of the partnership, except for those resulting from their gross negligence or willful misconduct.
  • Option A: The partnership will maintain adequate insurance coverage.
  • Option B: Limited partners shall also be entitled to indemnification, subject to the same limitations.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved:
  • Option A: Through mediation in [Parish] Parish, Louisiana.
  • Option B: Through binding arbitration in [Parish] Parish, Louisiana, in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation shall occur exclusively in the state courts of Louisiana.

17. Governing Law

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

18. Amendments

• This Agreement may be amended only by a written instrument signed by all of the partners.
  • Option A: Certain amendments, such as changes to the business purpose or admission of a new general partner, require unanimous consent of all partners.
  • Option B: Amendments must be acknowledged before a notary public.

19. Notices

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the address of the partner set forth in this Agreement.
  • Option A: Electronic delivery of notices is acceptable.
  • Option B: All changes of address must be promptly reported.

20. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21. Representations and Warranties

• Each partner represents and warrants that they have the full power and authority to enter into this Agreement.
  • Option A: Each partner represents that they are eligible to participate in this type of business under Louisiana law.

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

____________________________
[Name of General Partner]

____________________________
[Name of General Partner]

____________________________
[Name of Limited Partner]

____________________________
[Name of Limited Partner]