Montana limited partnership agreement template

Montana Limited Partnership Agreement

This MONTANA LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is made and entered into as of [Date], by and among the parties listed in Section 2, and shall be governed by the Montana Uniform Limited Partnership Act (Title 35, Chapter 12, MCA).

1. Formation

• The parties hereby form a limited partnership under the laws of the State of Montana.
• The name of the limited partnership shall be [Partnership Name].
• Option A: The principal office of the partnership shall be located at [Address].
• Option B: The registered agent and office for service of process in Montana shall be [Registered Agent Name] at [Registered Agent Address].

2. Partners

• The partners of the Limited Partnership are:
• General Partner(s):
  • [General Partner 1 Name], residing at [General Partner 1 Address], Montana business registration number (if applicable) [Registration Number].
  • [General Partner 2 Name], residing at [General Partner 2 Address], Montana business registration number (if applicable) [Registration Number].
• Limited Partner(s):
  • [Limited Partner 1 Name], residing at [Limited Partner 1 Address], Montana business registration number (if applicable) [Registration Number].
  • [Limited Partner 2 Name], residing at [Limited Partner 2 Address], Montana business registration number (if applicable) [Registration Number].

3. Purpose

• The purpose of the partnership is to engage in the following business activities in Montana: [Business Purpose].
• Option A: The primary place of business is located at [Primary Business Address] in Montana.
• Option B: Secondary locations include: [Secondary Location(s)].
• Option C: The term of the partnership shall be:
  • Fixed term: [Number] years.
  • Indefinite term.
  • Until the occurrence of [Specific Business Milestone].

4. Capital Contributions

• Initial Capital Contributions:
  • [General Partner 1 Name] shall contribute [Amount] in cash.
  • [General Partner 2 Name] shall contribute [Description of Property/Services], valued at [Amount]. Valuation method: [Valuation Method].
  • [Limited Partner 1 Name] shall contribute [Amount] in cash.
  • [Limited Partner 2 Name] shall contribute [Description of Property/Services], valued at [Amount]. Valuation method: [Valuation Method].
• Future Capital Contributions:
  • Obligation for additional funding: [Description of Obligation].
  • Procedures for capital calls: [Description of Procedures].
  • Consequences for failure to contribute: [Description of Consequences].
• Restrictions on borrowing or encumbering the partnership: [Description of Restrictions].

5. Profit and Loss Allocation and Distributions

• Net profits and losses shall be allocated as follows:
  • [General Partner 1 Name]: [Percentage].
  • [General Partner 2 Name]: [Percentage].
  • [Limited Partner 1 Name]: [Percentage].
  • [Limited Partner 2 Name]: [Percentage].
• Distribution Schedule: [Description of Schedule].
• Non-cash/in-kind distributions: [Terms and Conditions].
• Treatment of withholding or state franchise taxes specific to Montana: [Description of Treatment].

6. Management

• General Partners shall have exclusive control over the management of the partnership.
• Specific powers reserved exclusively for General Partners:
  • [Power 1].
  • [Power 2].
• Limited Partners shall have the following limited powers:
  • [Power 1].
  • [Power 2].
• Voting structure and thresholds:
  • Decisions requiring unanimous approval: [Description of Decisions].
  • Decisions requiring majority approval: [Description of Decisions].
  • Decisions requiring supermajority approval: [Description of Decisions].

7. Limitations on Limited Partner Participation

• Permitted advisory or consent rights for Limited Partners: [Description of Rights].
• Prohibited conduct under Montana’s “control” rules: [Description of Prohibited Conduct].

8. Meetings

• Meeting procedures: [Description of Procedures].
• Required notices: [Description of Notices].
• Quorum: [Description of Quorum].
• Voting by proxy or written consent: [Description of Voting].
• Record-keeping obligations: [Description of Obligations].

9. Tax Matters

• The Partnership Representative for IRS purposes is [Partnership Representative Name].
• Tax return preparation responsibilities: [Description of Responsibilities].
• Issuance of Montana Schedule K-1s: [Description of Issuance].
• Handling of Montana partnership income tax and apportionment rules: [Description of Handling].

10. Admission of New Partners

• Approval requirements for admitting new partners: [Description of Requirements].
• Documentation procedures, including Montana Secretary of State filings: [Description of Procedures].
• Adjustments to profit/loss allocations upon admission of new partners: [Description of Adjustments].

11. Transfer of Partnership Interests

• Transfer, assignment, and encumbrance of partnership interests: [Description of Conditions].
• Right of first refusal: [Description of Right].
• Buy-sell arrangements: [Description of Arrangements].
• Requirements to file amendments to the Certificate of Limited Partnership with the Montana Secretary of State: [Description of Requirements].

12. Partner Withdrawal/Dissociation

• Procedures for partner withdrawal, retirement, death, disability, expulsion, bankruptcy, or involuntary dissociation: [Description of Procedures].
• Buyout valuation methods: [Description of Methods].
• Payment schedules: [Description of Schedules].
• Rights of dissociated limited partners: [Description of Rights].

13. Indemnification

• Indemnification and liability protections for general and limited partners: [Description of Protections].

14. Fiduciary Duties

• Prohibitions against ultra vires acts or self-dealing by general partners: [Description of Prohibitions].
• Conflict-of-interest procedures: [Description of Procedures].
• Montana-required disclosures: [Description of Disclosures].
• Remedies for breaches of fiduciary duties: [Description of Remedies].

15. Dispute Resolution

• Choice of law: The laws of the State of Montana shall govern this Agreement.
• Venue: Any legal action shall be brought in the state courts located in [County Name] County, Montana.
• Mediation or arbitration: [Description of Mediation/Arbitration Process].

16. Dissolution

• Dissolution events, including statutory triggers under Montana law: [Description of Events].
• Winding-up procedures: [Description of Procedures].
• Priority of debt and capital repayments: [Description of Priority].
• Asset distributions: [Description of Distribution].
• Final reporting obligations to Montana authorities: [Description of Obligations].

17. Compliance with Montana Law

• This agreement is subject to all applicable Montana laws and regulations. Specific Montana-related compliances are as follows: [Description of Compliance].

18. Record Keeping

• Maintenance of the partnership’s books: [Description of Maintenance].
• Access rights under Montana law: [Description of Rights].
• Audit rights: [Description of Rights].
• Required filings with the Montana Secretary of State: [Description of Filings].

19. Amendment

• Procedures for amending the partnership agreement: [Description of Procedures].

20. Non-Competition and Confidentiality

• Non-competition provisions: [Description of Provisions].
• Confidentiality provisions: [Description of Provisions].

21. Securities Laws Compliance

• Compliance with Montana securities law (if applicable): [Description of Compliance].

22. Regular Review

• This agreement shall be reviewed regularly to ensure continued compliance with changes to Montana partnership law and local business practice.

23. Other Terms

• [Other Terms].

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]