Mississippi limited partnership agreement template

Mississippi Limited Partnership Agreement

This LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of [Date], by and among the parties listed below as General Partners and Limited Partners, and is intended to comply with the Mississippi Revised Uniform Limited Partnership Act (MRULPA).

1. Formation and Name

• This Agreement forms a limited partnership under the laws of the State of Mississippi.
• The parties agree to form a limited partnership pursuant to the MRULPA, for the purposes and subject to the terms and conditions set forth herein.
• Agreement Title: [Partnership Name]

• Option A: The name of the limited partnership shall be [Partnership Name].
• Option B: The name of the limited partnership shall be such name as the General Partner(s) may hereafter designate, provided such name complies with applicable Mississippi law.

2. Partners

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

3. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amount set forth below:
• [General Partner Name 1]: [Dollar Amount]
• [General Partner Name 2]: [Dollar Amount]
• [Limited Partner Name 1]: [Dollar Amount]
• [Limited Partner Name 2]: [Dollar Amount]

• Form of Contribution:
• Option A: Cash
• Option B: Property, described as: [Description of Property]. Valuation method: [Valuation Method]

• Future Contributions:
• Option A: No future contributions shall be required.
• Option B: Future contributions may be required upon a capital call by the General Partner(s).

• Capital Calls:
• Capital calls will be made with [Number] days' notice.
• Failure to contribute will result in [Penalty for Failure to Contribute]

• Ownership Percentages/Units:
• [General Partner Name 1]: [Percentage]%
• [General Partner Name 2]: [Percentage]%
• [Limited Partner Name 1]: [Percentage]%
• [Limited Partner Name 2]: [Percentage]%

4. Purpose and Term

• The purpose of the Partnership is: [Detailed Description of Business Purpose].
• The Partnership shall conduct business in the following industry: [Industry]
• Permissible Business Activities: [List of Permissible Activities]

• Principal Place of Business: [Address], Mississippi.

• Registered Office/Agent: [Address] / [Name of Registered Agent].

• Term:
• Option A: The Partnership shall commence on the date hereof and shall continue until dissolved as provided herein.
• Option B: The Partnership shall commence on the date hereof and shall continue for a term of [Number] years, unless sooner dissolved.
• Option C: The Partnership shall dissolve on [Date].

5. Mississippi Filings and Representations

• The General Partner(s) shall execute, acknowledge, and cause to be filed a Certificate of Limited Partnership with the Mississippi Secretary of State as required by MRULPA.
• The General Partner(s) represent that all information provided for the Certificate of Limited Partnership is true and accurate.
• All necessary filings with the Mississippi Secretary of State will be maintained.

6. Management

• The General Partner(s) shall have exclusive control over the management and operation of the Partnership.
• Limited Partners shall not participate in the day-to-day management of the Partnership to preserve their limited liability, except as explicitly permitted under MRULPA.

• Delegation of Authority:
• Option A: No delegation of authority.
• Option B: Authority may be delegated to [Position/Name] for [Specific Tasks].

• Management Committee (Optional):
• Option A: The Partnership will not have a Management Committee.
• Option B: A Management Committee consisting of [Number] members will be formed. Appointment procedures: [Appointment Procedures]

• Mississippi Disclosures: [Any Required Mississippi-Specific Management Disclosures].

7. Voting Rights

• General Partners: Each General Partner shall have one vote, or a percentage vote equal to their ownership percentage.
• Limited Partners:
• Option A: Limited Partners shall have no voting rights, except as required by the MRULPA.
• Option B: Limited Partners shall have the following voting rights: [Specific Voting Rights].

• Voting Thresholds:
• Amending the Agreement: [Percentage]% vote of all partners.
• Admitting Partners: [Percentage]% vote of all partners.
• Mergers: [Percentage]% vote of all partners.
• Fundamental Business Changes: [Percentage]% vote of all partners.

• Mississippi Consent Requirements: [Any Mississippi-Specific Consent Requirements].

• Meetings:
• Frequency: [Frequency, e.g., Annually, Quarterly].
• Notice Procedures: [Number] days' written notice.
• Quorum: [Percentage]% of the partners.

8. Profit, Loss, and Distributions

• Profits and losses shall be allocated among the Partners in proportion to their respective ownership percentages.
• Distributions shall be made at the discretion of the General Partner(s), subject to the availability of funds and the needs of the Partnership.

• Allocation Basis:
• Option A: Proportional to contributions.
• Option B: Proportional to ownership units.
• Option C: Special allocation as follows: [Description of Special Allocation].

• Distribution Timing and Priority: [Detailed Schedule of Timing and Priority].

• Tax Advances: [Details Regarding Tax Advances].

• Mississippi/U.S. Tax Compliance:
• The General Partner(s) will file all required federal and state partnership tax returns.
• K-1s will be issued to all partners.
• Partnership Representative under the Bipartisan Budget Act: [Name].
• Procedures for state tax audits: [Audit Procedures].

9. Limited Liability

• The liability of the Limited Partners shall be limited to the amount of their capital contributions, as provided in the MRULPA.
• The Limited Partners shall not be personally liable for the debts or obligations of the Partnership beyond their capital contribution.

• Maintaining Separation of Roles: [Specific Requirements].

• Indemnification: The Partnership shall indemnify the General Partner(s) and its agents against any and all losses, claims, damages, liabilities, and expenses incurred in connection with the operation of the Partnership, except for acts of gross negligence or willful misconduct.

• Insurance: The Partnership shall maintain insurance coverage for partnership liabilities and errors/omissions in an amount determined by the General Partner(s).

10. Banking and Financial Controls

• The Partnership shall maintain a bank account(s) in a financial institution located in Mississippi.
• All expenditures and payments shall require the approval of the General Partner(s).

• Accounting Standards: [GAAP or other].

• Reporting and Audit Rights: Partners have the right to regular reports and audits, performed by [Auditor Selection Process].

• Partner Access to Books and Records: As specified by MRULPA, partners have access to the Partnership’s books and records. Access requires [Notice Period] notice.

11. Admission, Assignment, and Withdrawal

• New Partners: New partners may be admitted with the consent of [Percentage]% of the existing partners, subject to compliance with Mississippi law and amendment of the Certificate of Limited Partnership.

• Assignment/Transfer:
• Option A: No partner may assign or transfer their interest in the Partnership without the consent of all other partners.
• Option B: Partners may assign or transfer their interest with the consent of [Percentage]% of the other partners.

• Buyouts: Procedures for buyouts will be as follows: [Detailed Buyout Procedures]. Valuation formulas: [Valuation Formula].

• Right of First Refusal: Other partners have the right of first refusal to purchase a partner’s interest.

• Restrictions:
• Voluntary Withdrawal: [Restrictions on Voluntary Withdrawal].
• Mandatory Expulsion: [Conditions for Mandatory Expulsion].
• Death/Incapacity: [Consequences of Death or Incapacity].

12. Expulsion

• Grounds for Expulsion: [Grounds for Expulsion, e.g., Breach of Agreement, Criminal Conduct].
• Expulsion Procedures: [Detailed Expulsion Procedures].
• Forced Buyout and Interest Valuation: [Valuation Process, e.g., Independent Appraisal].

13. Dispute Resolution

• Any disputes arising out of or relating to this Agreement shall be resolved through mediation in [City], Mississippi.
• If mediation is unsuccessful, the dispute shall be settled by binding arbitration in [City], Mississippi, in accordance with the rules of the American Arbitration Association.

• Venue: [City], Mississippi.
• Rules: American Arbitration Association rules.
• Enforceability: The arbitration decision shall be final and binding and enforceable in any court of competent jurisdiction.

14. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi.
• Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County] County, Mississippi.

15. Dissolution

• Dissolution Events:
• Option A: The Partnership shall dissolve upon the occurrence of any of the following events: [List of Dissolution Events, e.g., Agreement of Partners, Sale of Assets].
• Option B: Withdrawal of the last General Partner, unless a new General Partner is appointed within [Number] days.
• Option C: Court order.

• Winding Up: Upon dissolution, the General Partner(s) shall wind up the affairs of the Partnership in accordance with the MRULPA.

• Creditor Claims: Creditor claims shall be satisfied before distributions to partners.

• Tax Clearances: All required tax clearances will be obtained.

• Public Notices: Public notices of dissolution will be made as required by law.

• Asset Distributions: Final asset distributions will be made according to [Distribution Plan].

16. Representations and Warranties

• Each Partner represents and warrants that they have the full power and authority to enter into this Agreement.
• Each Partner represents and warrants that they are solvent and able to meet their obligations under this Agreement.
• Each Partner represents and warrants that their contributions are not derived from illegal activities.

17. Regulatory and Industry-Specific Compliance

• The Partnership shall comply with all applicable regulatory and industry-specific requirements, including [List of Specific Regulations].
• [Specific Mississippi Licensing or Permitting Rules]

18. Insurance Requirements

• The Partnership shall maintain insurance coverage appropriate for its business activities, including [Specific Insurance Types, e.g., General Liability, Property Insurance].

19. Amendment

• This Agreement may be amended only by a written instrument signed by all of the Partners, or by [Percentage]% of the partners.

20. Electronic Communications and Records Retention

• The Partnership may use electronic communications for notices and other purposes, as permitted by Mississippi law.
• Remote meetings are permitted according to Mississippi law.
• Records retention will be maintained as required by Mississippi law.

21. Notice

• All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or [Number] days after deposit in the United States mail, postage prepaid, certified or registered, addressed to the party at the address set forth above or at such other address as such party may designate by notice to the other parties.

22. Confidentiality, Non-Compete, and Non-Solicitation

• Confidentiality: Partners shall maintain the confidentiality of Partnership information.
• Non-Compete: [Specific Non-Compete Clause, tailored for Mississippi enforceability].
• Non-Solicitation: [Specific Non-Solicitation Clause, tailored for Mississippi enforceability].

23. State Compliance

• The Partnership shall file all required Mississippi annual reports, franchise, or other state tax obligations.
• The Partnership shall maintain good standing with the Mississippi Secretary of State.

24. Operational Considerations

• Authority to Bind: The General Partner(s) shall have the authority to bind the Partnership.
• General Partner Compensation: [Details of General Partner Compensation].
• Reimbursement of Expenses: The General Partner(s) shall be reimbursed for reasonable expenses incurred on behalf of the Partnership.

25. Entire Agreement and Severability

• This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.
• If any provision of this Agreement is held to be invalid or unenforceable under Mississippi law, 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 Name 1]

____________________________
[General Partner Name 2]

____________________________
[Limited Partner Name 1]

____________________________
[Limited Partner Name 2]