Massachusetts limited partnership agreement template

Massachusetts Limited Partnership Agreement

This Massachusetts Limited Partnership Agreement (the “Agreement”) is made and effective as of [Date], by and among the parties listed below, intending to be legally bound.

General Partner(s):

• [Full Legal Name of General Partner 1], residing at [Full Address of General Partner 1]
• [Full Legal Name of General Partner 2], residing at [Full Address of General Partner 2] (if applicable)

Limited Partner(s):

• [Full Legal Name of Limited Partner 1], residing at [Full Address of Limited Partner 1]
• [Full Legal Name of Limited Partner 2], residing at [Full Address of Limited Partner 2] (if applicable)

This Limited Partnership shall be governed by the Massachusetts Uniform Limited Partnership Act, Chapter 109 of the Massachusetts General Laws, as amended.

• Option A: All partners will be bound by the provisions of Chapter 109.
• Option B: Chapter 109 will apply except where explicitly modified by the terms of this Agreement.

The parties agree to form a limited partnership (the "Partnership") under the laws of the Commonwealth of Massachusetts. The Certificate of Limited Partnership was filed with the Massachusetts Secretary of the Commonwealth on [Date Filed]. The registered office of the Partnership in Massachusetts is located at [Registered Office Address] and the registered agent for service of process is [Registered Agent Name], residing at [Registered Agent Address].

• Option A: The Partnership shall maintain its principal place of business in Massachusetts.
• Option B: The Partnership shall maintain its principal place of business at [Principal Place of Business Address], which is outside Massachusetts.

The Partnership is formed for the purpose of: [Detailed Description of Business Purpose]. This shall be within permissible scope of activities within Massachusetts.

• Option A: The partnership will engage in only the activity described above.
• Option B: The partnership will engage in the activity described above, and other activities related or incidental to the main activity.

The term of the Partnership shall commence on the Effective Date and shall continue until [Date of Termination], unless sooner terminated as provided in this Agreement.

• Option A: The Partnership term shall automatically renew for successive [Number] year terms unless terminated by unanimous consent of the partners.
• Option B: The Partnership term will not automatically renew and will terminate on the specified date unless extended by written agreement of the partners.

Each Partner's initial capital contribution is as follows:

• [Full Legal Name of General Partner 1]: [Amount] [Form of Contribution]
• [Full Legal Name of General Partner 2]: [Amount] [Form of Contribution] (if applicable)
• [Full Legal Name of Limited Partner 1]: [Amount] [Form of Contribution]
• [Full Legal Name of Limited Partner 2]: [Amount] [Form of Contribution] (if applicable)

• Option A: Non-cash contributions will be valued at fair market value as determined by [Method of Valuation].
• Option B: No non-cash contributions shall be accepted.

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

• Option A: Additional capital contributions shall be required by unanimous consent of all partners.
• Option B: Additional capital contributions shall be required by a majority vote of the general partners.
  • If required, each Partner shall contribute in proportion to their respective percentage of ownership.
  • Failure to contribute will result in [Consequences of Failure to Contribute].

Management and control of the Partnership shall be vested solely in the General Partner(s). The Limited Partners shall not participate in the control of the business of the Partnership.

• Option A: All general partners shall have equal management authority.
• Option B: [General Partner Name] shall have primary management authority.

Voting rights shall be allocated as follows:

• Ordinary Decisions:
  • Option A: By percentage of capital contribution.
  • Option B: One vote per partner.
• Extraordinary Decisions (e.g., sale of assets, mergers):
  • Option A: Supermajority vote ([Percentage]%) of all partners.
  • Option B: Unanimous consent of all partners.
• Amendment to this Agreement: Requires unanimous consent of all partners.

Partner meetings shall be held at least [Frequency] at [Location], or remotely via electronic means.

• Option A: Notice of meetings shall be provided at least [Number] days in advance.
• Option B: Notice of meetings shall be provided at least [Number] hours in advance, for emergencies.

A quorum for any meeting shall consist of [Percentage]% of the partners. Records of all meetings shall be maintained by [Record Keeper Name].

Profits and losses shall be allocated as follows:

• Option A: In proportion to each Partner's capital contribution.
• Option B: [Percentage]% to General Partner(s) and [Percentage]% to Limited Partner(s).

Distributions shall be made to the Partners at such times and in such amounts as determined by the General Partner(s), subject to the Partnership's financial condition and legal requirements. Distributions will be made in compliance with Massachusetts taxation and partnership accounting rules.

• Option A: Distributions shall be made pro rata according to ownership percentage, quarterly.
• Option B: Distributions shall be made at the discretion of the general partners.

New Partners may be admitted to the Partnership only with the consent of [Percentage]% of the existing Partners. The Certificate of Limited Partnership shall be amended accordingly.

• Option A: Both general and limited partners can be admitted.
• Option B: Only limited partners can be admitted.

A Partner may not transfer, assign, or sell their interest in the Partnership without the prior written consent of [Percentage]% of the other Partners.

• Option A: The Partnership shall have a right of first refusal to purchase the interest.
• Option B: No transfer or assignment shall be permitted.

A Partner may withdraw from the Partnership upon [Number] days written notice to the other Partners.

• Option A: The withdrawing Partner shall be entitled to receive the fair market value of their interest, as determined by [Method of Valuation].
• Option B: The withdrawing partner shall forfeit their capital contribution.

The liability of the Limited Partners shall be limited to the amount of their capital contribution, except as otherwise provided by Massachusetts law.

• Option A: General Partner(s) shall be indemnified by the Partnership for any losses or liabilities incurred in connection with the operation of the Partnership.
• Option B: No indemnification shall be provided to General Partner(s).

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of Massachusetts.

• Option A: Disputes will be resolved through mediation.
• Option B: Disputes will be resolved through arbitration.

The Partnership shall be dissolved upon the occurrence of any of the following events: (a) the expiration of the term of the Partnership; (b) the unanimous consent of the Partners; (c) the withdrawal, death, or bankruptcy of a General Partner, unless the remaining Partners agree to continue the Partnership. Upon dissolution, the assets of the Partnership shall be liquidated and distributed in accordance with Massachusetts law.

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

• Option A: Amendments require unanimous consent.
• Option B: Amendments require [Percentage]% agreement.

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

• Option A: Electronic communication is also permitted.
• Option B: Only physical delivery of notices is allowed.