Minnesota limited partnership agreement template

Minnesota Limited Partnership Agreement

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

General Partners:

• [General Partner 1 Name], residing at [General Partner 1 Address]
• [General Partner 2 Name], residing at [General Partner 2 Address]

Limited Partners:

• [Limited Partner 1 Name], residing at [Limited Partner 1 Address]
• [Limited Partner 2 Name], residing at [Limited Partner 2 Address]

1. Formation

The parties hereby form a limited partnership under the laws of the State of Minnesota, subject to the provisions of the Minnesota Uniform Limited Partnership Act (Minn. Stat. Ch. 321).

• Option A: Filing of Certificate of Limited Partnership: The General Partners shall promptly execute and file a Certificate of Limited Partnership with the Minnesota Secretary of State as required by Minnesota law.
• Option B: Defer Filing: The General Partners shall execute the Certificate of Limited Partnership, but defer filing until [Date].

2. Name and Principal Place of Business

The name of the limited partnership shall be [Partnership Name], L.P./LP (the "Partnership").

• Option A: Principal Office: The principal office of the Partnership shall be located at [Principal Office Address] in Minnesota.
• Option B: Authority to Change: The General Partners shall have the authority to change the principal office location with notice to all partners.

3. Registered Agent and Office

The initial registered agent of the Partnership is [Registered Agent Name], and the registered office is located at [Registered Office Address] in Minnesota.

• Option A: Agent as Partner: The registered agent shall be a General Partner.
• Option B: Independent Agent: The registered agent shall be an independent third party.

4. Business Purpose

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

• Option A: Broad Purpose: The Partnership may engage in any lawful activity under Minnesota law.
• Option B: Specific Purpose: The Partnership shall only engage in the business described above.

5. Term

The term of the Partnership shall commence on the date of this Agreement and shall continue:

• Option A: Perpetual Existence: Perpetually, unless sooner terminated as provided herein.
• Option B: Fixed Term: Until [Date].
• Option C: Event-Based Term: Until the occurrence of [Event Description].

6. Capital Contributions

The initial capital contributions of each partner are as follows:

• [General Partner 1 Name]: [Dollar Amount]
• [General Partner 2 Name]: [Dollar Amount]
• [Limited Partner 1 Name]: [Dollar Amount]
• [Limited Partner 2 Name]: [Dollar Amount]

• Option A: Additional Capital Contributions: The General Partners may call for additional capital contributions from the partners.
  • A.1: Pro Rata: Additional capital contributions shall be made pro rata in accordance with each partner's ownership percentage.
  • A.2: Specific Amount: Additional capital contributions shall be made in the amount of [Dollar Amount].
• Option B: No Additional Capital Contributions: No additional capital contributions shall be required or permitted.

7. Allocation of Profits, Losses, and Distributions

Profits, losses, and distributions of the Partnership shall be allocated among the partners as follows:

• Option A: Pro Rata Allocation: In proportion to their respective capital contributions.
• Option B: Specific Allocation:
  • General Partner 1: [Percentage]%
  • General Partner 2: [Percentage]%
  • Limited Partner 1: [Percentage]%
  • Limited Partner 2: [Percentage]%

8. Management

The management of the Partnership shall be vested in the General Partners.

• Option A: General Partner Authority: The General Partners shall have full and exclusive control of the management and operation of the Partnership business.
• Option B: Limited Partner Restrictions: Limited Partners shall not participate in the control of the business of the Partnership.
  • B.1: Safe Harbors: Limited Partners may exercise their rights under Minn. Stat. 321.0303 without participating in control.
  • B.2: Loss of Limited Liability: Engaging in control can cause a Limited Partner to lose their limited liability under Minnesota law.

9. Admission of New Partners and Transfer of Interests

No new partners shall be admitted to the Partnership without the consent of:

• Option A: Unanimous Consent: All of the existing partners.
• Option B: Majority Consent: A majority in interest of the existing partners.

• Option C: General Partner Discretion: The General Partner(s) alone, unless explicitly restricted here: [List Restrictions].

10. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events:

• Option A: Expiration of Term: The expiration of the term of the Partnership.
• Option B: Agreement of Partners: The agreement of all of the partners.
• Option C: Sale of Assets: The sale of all or substantially all of the assets of the Partnership.
• Option D: General Partner Withdrawal: The withdrawal, resignation, or removal of a General Partner, unless the remaining partners agree to continue the Partnership.

11. Limited Liability and Indemnification

The Limited Partners shall not be personally liable for the debts, obligations, or liabilities of the Partnership, except as provided by the Minnesota Uniform Limited Partnership Act.

• Option A: Indemnification: The Partnership shall indemnify the General Partners to the fullest extent permitted by Minnesota law.
• Option B: Exculpation: The General Partners shall not be liable to the Partnership or the Limited Partners for any act or omission in the management of the Partnership, except for acts of gross negligence or willful misconduct.

12. Books and Records

The Partnership shall maintain complete and accurate books and records at its principal office.

• Option A: Access to Records: All partners shall have access to the books and records of the Partnership.
• Option B: Consent Needed for Access: Partners must request and receive written consent from the General Partner to access the Partnership's books and records.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:

• Option A: Mediation: Mandatory mediation in Minnesota before resorting to litigation.
• Option B: Arbitration: Binding arbitration in Minnesota, under the rules of the American Arbitration Association.

14. Governing Law

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

15. Amendments

This Agreement may be amended only by a written instrument signed by:

• Option A: Unanimous Consent: All of the partners.
• Option B: Majority Consent: A majority in interest of the partners.

16. Tax Matters

[Name of General Partner] is designated as the Partnership Representative under Section 6223 of the Internal Revenue Code. [Name of Partner] is designated as the Minnesota Tax Matters Partner.

17. Insurance

The Partnership shall maintain insurance coverage as determined necessary by the General Partners, including but not limited to general liability insurance.

18. Compliance

The Partnership shall comply with all applicable federal, state, and local laws, rules, and regulations, including those specific to Minnesota.

19. Confidentiality

Each Partner agrees to hold confidential all non-public information relating to the Partnership and its business.

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

____________________________

[General Partner 1 Name]

____________________________

[General Partner 2 Name]

____________________________

[Limited Partner 1 Name]

____________________________

[Limited Partner 2 Name]