Missouri limited partnership agreement template

Missouri Limited Partnership Agreement

This MISSOURI LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made and entered into as of this [Date], by and among the parties listed below.

• [General Partner Name 1], a [Entity Type, e.g., Corporation], with its principal place of business at [Address] (hereinafter "General Partner 1"), and
• [General Partner Name 2], a [Entity Type, e.g., LLC], with its principal place of business at [Address] (hereinafter "General Partner 2"), and
• [Limited Partner Name 1], residing at [Address] (hereinafter "Limited Partner 1"), and
• [Limited Partner Name 2], residing at [Address] (hereinafter "Limited Partner 2"), and
• Any Additional General or Limited Partners Admitted Hereafter.

1. Formation of Limited Partnership

• The parties hereby form a limited partnership (the "Partnership") under the Missouri Uniform Limited Partnership Act, R.S.Mo. Chapter 359, as it may be amended from time to time.
  • Option A: The purpose of the partnership is to engage in any lawful business, purpose, or activity.
  • Option B: The purpose of the Partnership is specifically limited to [Description of Business Purpose]. This includes but is not limited to activities related to [Specific Activities] within the state of Missouri, and will be conducted in compliance with [Applicable Regulations]. The principal place of business shall be [Address].

2. Name and Registered Office

• The name of the Partnership shall be [Partnership Name].
  • The registered office of the Partnership in the State of Missouri shall be located at [Address].
  • The registered agent of the Partnership in the State of Missouri shall be [Registered Agent Name], whose address is [Registered Agent Address].

3. Partners

• [General Partner Name(s)] shall be the General Partner(s) of the Partnership.
• [Limited Partner Name(s)] shall be the Limited Partner(s) of the Partnership.

4. 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]
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the General Partners. The amount and timing of such contributions shall be determined by the General Partners. Failure to contribute will result in [Consequences of Failure, e.g., Dilution of Ownership].

5. Term

• The term of the Partnership shall commence on the date of this Agreement and shall continue:
  • Option A: Indefinitely (at-will), until terminated as provided herein.
  • Option B: For a term of [Number] years, unless sooner terminated as provided herein. The partnership will terminate on [Date].
  • Option C: Until the occurrence of [Specific Event].

6. Management

• The General Partners shall have exclusive control and management of the Partnership's business and affairs, in accordance with R.S.Mo. § 359.421.
  • The Limited Partners shall not participate in the control of the business of the Partnership, and their liability shall be limited as provided under Missouri law, specifically R.S.Mo. § 359.111.
  • The General Partner(s) shall have the authority to bind the Partnership.

7. Voting Rights

• Voting rights shall be allocated as follows:
  • Option A: Each General Partner shall have one vote. Limited Partners shall have no voting rights.
  • Option B: Each Partner shall have a vote proportionate to their capital contribution.
  • Option C: General Partner(s) shall each have [Percentage]% of the vote. Limited Partner(s) shall each have [Percentage]% of the vote.
• Certain actions shall require unanimous consent of all partners:
  • Admitting a new General Partner
  • Amending this Agreement
  • Dissolving the Partnership
  • Incurring debt exceeding [Dollar Amount]
• Notice of meetings shall be given to all partners at least [Number] days in advance.

8. Records and Inspection

• The Partnership shall maintain complete and accurate books and records at its principal place of business in accordance with R.S.Mo. § 359.471.
  • All partners shall have the right to inspect such records during reasonable business hours upon reasonable notice.
  • The Partnership shall provide annual reports to all partners.

9. Profit and Loss Allocation and Distributions

• Profits and losses shall be allocated among the partners in proportion to their capital contributions.
  • Option A: Profits and losses will be allocated according to initial capital contribution percentages.
  • Option B: General Partners will receive [Percentage]% of profits and losses, divided equally between them. Limited Partners will receive [Percentage]% of profits and losses, divided proportionately according to their individual capital contributions.
• Distributions shall be made to the partners at least [Frequency, e.g., Annually].
• A reserve shall be maintained for [Purpose of Reserve].

10. Admission of New Partners

• New partners may be admitted to the Partnership upon the approval of [Percentage]% of the existing partners.
  • Any new partner shall execute a counterpart of this Agreement and agree to be bound by its terms.
  • The Partnership shall file an amendment to its Certificate of Limited Partnership with the Missouri Secretary of State upon the admission of any new partner.

11. Transfer of Partnership Interests

• No partner may transfer their interest in the Partnership without the prior written consent of [Percentage]% of the other partners.
  • Option A: Other partners shall have a right of first refusal to purchase the transferring partner's interest.
  • Option B: The transferring partner must offer their interest to the Partnership for purchase at a price determined by [Valuation Method].

12. Withdrawal, Expulsion, or Removal of Partners

• A General Partner may withdraw from the Partnership only with the consent of [Percentage]% of the Limited Partners or as allowed under R.S.Mo. § 359.331.
  • A Limited Partner may withdraw from the Partnership upon [Number] days' written notice to the General Partners.
• A General Partner may be expelled from the Partnership for cause by a vote of [Percentage]% of the Limited Partners. Cause includes, but is not limited to, [Examples of Cause].
• Upon withdrawal, expulsion, or removal, the withdrawing/expelled partner shall be entitled to receive [Payment Terms].

13. Limitation of Liability

• The liability of the Limited Partners shall be limited as provided under Missouri law, specifically R.S.Mo. § 359.111.
  • No Limited Partner shall be liable for the debts or obligations of the Partnership solely by reason of being a limited partner.

14. Electronic Communications

• The Partnership may use electronic communications, including email and electronic signatures, in accordance with Missouri law.

15. Partnership Certificate

• The General Partners shall be responsible for maintaining a current Partnership Certificate and any necessary amendments with the Missouri Secretary of State.

16. Accounting and Audit

• The Partnership's fiscal year shall end on [Date].
  • The Partnership's books and records shall be audited [Frequency, e.g., Annually] by an independent certified public accountant selected by the General Partners.

17. Industry-Specific Regulations

• The Partnership shall comply with all applicable Missouri industry-specific regulations, including those pertaining to [Industry, e.g., Real Estate].
  • The Partnership shall maintain all required insurance policies, including [Types of Insurance].

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

• All partners shall maintain the confidentiality of the Partnership's proprietary information.
  • Option A: Partners agree not to compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter within [Geographic Area].
  • Option B: Partners agree not to solicit the Partnership's clients or employees during the term of this Agreement and for a period of [Number] years thereafter.

19. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Mediation in [City, State].
  • Option B: Binding arbitration in [City, State] under the rules of the American Arbitration Association.
• The exclusive venue for any legal action shall be in the state courts of [County, State].
• This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

20. Tax Matters

• The Partnership shall designate a Partnership Representative in accordance with the Bipartisan Budget Act. The Partnership Representative shall be [Name of Representative].
• The Partnership shall comply with all applicable Missouri tax registration and filing requirements.
• The partners agree to make any elections required by Missouri or federal law to optimize tax benefits.

21. Dissolution and Winding Up

• The Partnership may be dissolved upon the occurrence of any of the following events:
  • [Events Triggering Dissolution].
• Upon dissolution, the General Partners shall wind up the affairs of the Partnership in accordance with R.S.Mo. § 359.491.

22. Amendment

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

23. Regulatory Compliance

• The Partnership shall comply with all applicable anti-money laundering laws, sanctions regulations, and other regulatory requirements.

24. Miscellaneous

• 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.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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

[General Partner 1 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[General Partner 2 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Limited Partner 1 Name]

[Signature]

Name: [Printed Name]

[Limited Partner 2 Name]

[Signature]

Name: [Printed Name]