Maryland limited partnership agreement template

Maryland Limited Partnership Agreement

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

1. Formation and Name

The parties hereby form a limited partnership (the "Partnership") under the Maryland Uniform Limited Partnership Act, Md. Code, Corporations and Associations § 9A-101 et seq.

The name of the Partnership is [Name of Partnership].

Option A: The certificate of limited partnership has been filed with the Maryland State Department of Assessments and Taxation.

Option B: The partners agree to file a certificate of limited partnership with the Maryland State Department of Assessments and Taxation.

2. Partners

The names, addresses, and roles of the partners are as follows:

General Partner(s):

[Name of General Partner 1], residing at [Address of General Partner 1].

[Name of General Partner 2], residing at [Address of General Partner 2].

Limited Partner(s):

[Name of Limited Partner 1], residing at [Address of Limited Partner 1].

[Name of Limited Partner 2], residing at [Address of Limited Partner 2].

3. Registered Agent

The registered agent of the Partnership in the State of Maryland is:

[Name of Registered Agent], located at [Address of Registered Agent].

4. Principal Place of Business

The principal place of business of the Partnership is:

[Address of Principal Place of Business].

Additional locations:

[Address of Additional Location 1]

[Address of Additional Location 2]

5. Business Purpose

The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].

Option A: The partnership will comply with all applicable Maryland industry and licensure regulations for its business activities.

Option B: The partnership will not engage in any activities that require industry specific licenses.

6. Term

The term of the Partnership shall commence on [Date of Commencement] and shall continue until [Date of Termination], unless sooner terminated as provided herein.

Option A: The term may be extended by unanimous consent of the partners.

Option B: The term will automatically renew for successive [Number] year periods, unless terminated by [Number]% of partners.

7. Capital Contributions

The initial capital contributions of the partners are as follows:

[Name of General Partner 1]: [Amount of Contribution] (Cash/Property/Services). If property, the agreed value is [Valuation of Property].

[Name of General Partner 2]: [Amount of Contribution] (Cash/Property/Services). If property, the agreed value is [Valuation of Property].

[Name of Limited Partner 1]: [Amount of Contribution] (Cash/Property/Services). If property, the agreed value is [Valuation of Property].

[Name of Limited Partner 2]: [Amount of Contribution] (Cash/Property/Services). If property, the agreed value is [Valuation of Property].

Option A: Additional capital contributions may be required as determined by the General Partner(s).

If a partner fails to meet a capital call, Maryland law will govern remedies.

Option B: Additional capital contributions will not be required.

8. Profit and Loss Allocation

The net profits and losses of the Partnership shall be allocated among the partners as follows:

[Name of General Partner 1]: [Percentage]%

[Name of General Partner 2]: [Percentage]%

[Name of Limited Partner 1]: [Percentage]%

[Name of Limited Partner 2]: [Percentage]%

Option A: Preferred return rights shall be allocated as follows: [Description of Preferred Return Rights].

Option B: There are no preferred return rights.

9. Distributions

Distributions of cash or other assets of the Partnership shall be made to the partners in proportion to their respective profit sharing percentages, unless otherwise agreed.

Option A: Distributions will be made [Frequency] (e.g., quarterly, annually).

Option B: Distributions will be made at the discretion of the General Partner(s).

10. Management

The General Partner(s) shall have full and exclusive control of the management and operation of the Partnership. Limited Partners shall not participate in the management of the Partnership.

Option A: Major business decisions require the consent of [Percentage]% of the Limited Partners.

Option B: No input from limited partners on decisions is required.

11. Partner Meetings and Voting

Partner meetings shall be held [Frequency] or as needed. Notice of meetings shall be given [Number] days in advance.

Option A: Voting rights shall be allocated based on capital contributions.

Option B: Voting rights shall be allocated equally among all partners.

12. Records and Accounting

The Partnership shall maintain complete and accurate books and records at its principal place of business. Each partner shall have the right to inspect and copy such records. The Partnership will deliver K-1 statements in compliance with Maryland and federal tax law.

Option A: The Partnership will have an annual audit performed by [Auditor Name].

Option B: The Partnership will not have an annual audit.

13. Admission of New Partners

New partners may be admitted to the Partnership with the consent of [Percentage]% of the existing partners.

Option A: Existing partners have preemptive rights to maintain their percentage ownership.

Option B: Existing partners do not have preemptive rights.

14. Transfer of Partnership Interests

No partner may transfer or assign their partnership interest without the consent of [Percentage]% of the other partners.

Option A: The Partnership has a right of first refusal on any proposed transfer.

Option B: The Partnership does not have a right of first refusal.

15. Withdrawal of Partners

A partner may withdraw from the Partnership by giving [Number] days' written notice to the other partners.

Option A: A withdrawing partner will be bought out at fair market value, as determined by [Valuation Method].

Option B: A withdrawing partner will not receive any payment for their partnership interest.

16. Liability and Indemnification

Limited partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions, except as provided by Maryland law. The Partnership shall indemnify its general and limited partners to the fullest extent permitted by Maryland law.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method] (e.g., negotiation, mediation, arbitration) in Maryland.

18. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events: (a) the expiration of its term; (b) the bankruptcy of a general partner; (c) the withdrawal of a general partner; or (d) the agreement of all partners. Upon dissolution, the assets of the Partnership shall be distributed in accordance with Maryland law. A Certificate of Cancellation shall be filed with the Maryland State Department of Assessments and Taxation.

19. Governing Law

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

20. Amendments

This Agreement may be amended only by a written instrument signed by [Percentage]% of the partners.

21. Successor General Partners

In the event of the death, disability, or disqualification of a General Partner, a successor General Partner may be appointed by [Process for Selecting Successor].

22. Confidentiality

All partnership records and information shall be kept confidential. Partners shall not solicit employees or clients of the partnership during or after the partnership term, consistent with Maryland enforceability standards.

23. Annual Reporting

The partnership will comply with all Maryland annual reporting and fee requirements.

24. Tax Matters

The Tax Matters Partner shall be [Name of Tax Matters Partner]. The partnership will comply with all applicable Maryland and federal tax laws and regulations.

25. Integration Clause

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

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

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[Name of General Partner 1], General Partner

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[Name of General Partner 2], General Partner

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[Name of Limited Partner 1], Limited Partner

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[Name of Limited Partner 2], Limited Partner