Maine limited partnership agreement template

MAINE LIMITED PARTNERSHIP AGREEMENT

This MAINE LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of this [Date], by and among the parties listed on Exhibit A attached hereto (the “Partners”).

WHEREAS, the Partners desire to form a limited partnership under the Maine Revised Uniform Limited Partnership Act (Title 31, Chapter 11 of the Maine Revised Statutes) (the “Act”), and to define their respective rights, duties, and obligations;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties agree as follows:

Formation of Limited Partnership

• Option A: The Partners hereby form a limited partnership (the "Partnership") under the provisions of the Act.
• Option B: The Partnership was previously formed pursuant to a Certificate of Limited Partnership filed with the Maine Secretary of State on [Date], with registration number [Registration Number]. This Agreement amends and restates any prior agreement governing the Partnership.

Name

• Option A: The name of the Partnership shall be [Partnership Name].
• Option B: The name of the Partnership shall be as specified in the Certificate of Limited Partnership on file with the Maine Secretary of State.

Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful business, purpose, or activity permitted under the laws of the State of Maine.
• Option B: The purpose of the Partnership is specifically limited to [Detailed Description of Business Purpose].

Principal Place of Business and Registered Agent

• The principal place of business of the Partnership shall be located at [Address], in [City], Maine.
• The registered agent of the Partnership in the State of Maine shall be [Registered Agent Name], with a registered office at [Registered Agent Address], in [City], Maine.

Term

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

Partners

• General Partners: The following individuals or entities shall be General Partners of the Partnership: [List of General Partners with names, addresses, and entity type if applicable].
• Limited Partners: The following individuals or entities shall be Limited Partners of the Partnership: [List of Limited Partners with names, addresses, and entity type if applicable].

Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amount set forth opposite their name on Exhibit B attached hereto.
• Option A: Additional capital contributions may be required from time to time as determined by the General Partners.
  • Each Partner shall contribute their proportionate share of such additional capital based on their percentage of ownership.
• Option B: Additional capital contributions shall not be required.
• Failure to make required capital contributions shall result in [Specify Consequences, e.g., dilution of ownership, loss of voting rights, interest charges].

Allocation of Profits, Losses, and Distributions

• Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective percentage of ownership as set forth on Exhibit C attached hereto.
• Distributions of cash or other property shall be made to the Partners at such times and in such amounts as the General Partners may determine, in proportion to their respective percentage of ownership as set forth on Exhibit C attached hereto, subject to applicable Maine law.
• Option A: Priority distributions: [Specify any priority distributions].
• Option B: Advance distributions: [Specify any advance distributions].

Management

• The General Partners shall have the sole and exclusive right to manage and control the business and affairs of the Partnership.
• The Limited Partners shall not participate in the management or control of the Partnership's business.
• Option A: Major Decisions: The following actions shall require the approval of [Specify Percentage, e.g., a majority, two-thirds] of the General Partners: [List of Major Decisions].
• Option B: Major Decisions: The following actions shall require the unanimous approval of all General Partners: [List of Major Decisions].

Duties, Powers, and Restrictions of General Partners

• The General Partners shall owe a fiduciary duty of care and loyalty to the Partnership and the other Partners.
• The General Partners shall have the power to bind the Partnership in all matters relating to its business.
• Option A: Indemnification: The Partnership shall indemnify the General Partners against any loss, damage, or liability incurred by them in connection with the business of the Partnership, except for losses, damages, or liabilities resulting from their gross negligence or willful misconduct.
• Option B: Waiver of Fiduciary Duties: To the fullest extent permitted by Maine law, the General Partners' fiduciary duties may be waived or modified. Specifically, [Specify any waived or modified fiduciary duties and the extent of the waiver or modification].

Rights of Limited Partners

• The Limited Partners shall have the right to access the books and records of the Partnership and to receive information regarding the business and affairs of the Partnership as required by the Act.
• The Limited Partners shall not have the right to participate in the management or control of the Partnership's business.

Admission of New Partners and Transfer of Interests

• No new General Partner may be admitted to the Partnership without the unanimous consent of the existing General Partners.
• No Limited Partner may be admitted to the Partnership without the consent of the General Partners.
• No Partner may transfer or assign their interest in the Partnership without the consent of the General Partners.
• Option A: Right of First Refusal: Any Partner desiring to transfer their interest shall first offer it to the other Partners at a price and on terms to be determined as set forth in Exhibit D attached hereto.
• Option B: Buy-Sell Agreement: Upon the death, disability, bankruptcy, or withdrawal of a Partner, the Partnership or the remaining Partners shall have the right to purchase the interest of the departing Partner as set forth in Exhibit E attached hereto.

Withdrawal or Dissociation of Partners

• A General Partner may withdraw from the Partnership upon [Number] days written notice to the other Partners.
• A Limited Partner may not withdraw from the Partnership without the consent of the General Partners.
• The Partnership shall continue upon the withdrawal or dissociation of a Partner unless otherwise determined by the remaining Partners in accordance with the Act.

Liability

• The General Partners shall have unlimited liability for the debts and obligations of the Partnership.
• The Limited Partners shall have liability limited to the amount of their capital contributions, provided they do not participate in the control of the Partnership's business.

Tax Matters

• The General Partners shall designate a Tax Matters Partner or Partnership Representative, who shall be responsible for representing the Partnership in all tax matters. [Name of Tax Matters Partner/Partnership Representative].
• The Partnership shall make all necessary federal and Maine state tax filings.
• All tax elections shall be made by the General Partners.

Records

• The Partnership shall maintain complete and accurate books and records at its principal place of business.
• All Partners shall have the right to access the books and records of the Partnership during normal business hours.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City], Maine, in accordance with the rules of the American Arbitration Association.
• The laws of the State of Maine shall govern the interpretation and enforcement of this Agreement.

Dissolution

• The Partnership shall be dissolved upon the occurrence of any of the following events: [List of Dissolution Events].
• Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: (i) to creditors; (ii) to Partners in repayment of capital contributions; (iii) to Partners in accordance with their percentage of ownership.

Amendment

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

Representations and Warranties

• Each Partner represents and warrants that they have the legal capacity to enter into this Agreement and that they have the authority to bind the entity they represent, if any.

Insurance

• The Partnership shall maintain insurance coverage as determined by the General Partners. [Specify types and amounts of coverage].

Confidentiality

• Each Partner agrees to keep confidential all information relating to the business and affairs of the Partnership.

Electronic Signatures

• 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. Electronic signatures shall be deemed original signatures for all purposes.

Compliance with Maine Law

• This Agreement is intended to comply with the requirements of the Act. In the event of any conflict between the provisions of this Agreement and the Act, the provisions of the Act shall govern.
• The Partners agree to comply with all applicable Maine state laws and regulations.

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.

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 on Exhibit A attached hereto.

Exhibits

• Exhibit A: List of Partners
• Exhibit B: Capital Contributions
• Exhibit C: Percentage of Ownership
• Exhibit D: Right of First Refusal
• Exhibit E: Buy-Sell Agreement

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

____________________________

[General Partner Name]

____________________________

[General Partner Name]

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[Limited Partner Name]

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[Limited Partner Name]