Nebraska limited partnership agreement template

Nebraska Limited Partnership Agreement

This Nebraska Limited Partnership Agreement (the “Agreement”) is made and entered into as of [Date of Execution], by and among the parties listed below.

• [Name of General Partner 1], residing at [Address of General Partner 1], and having a Nebraska Driver's License or State Identification Card number [Nebraska ID Number of General Partner 1]
• [Name of General Partner 2], residing at [Address of General Partner 2], and having a Nebraska Driver's License or State Identification Card number [Nebraska ID Number of General Partner 2]
• [Name of Limited Partner 1], residing at [Address of Limited Partner 1], and having a Nebraska Driver's License or State Identification Card number [Nebraska ID Number of Limited Partner 1]
• [Name of Limited Partner 2], residing at [Address of Limited Partner 2], and having a Nebraska Driver's License or State Identification Card number [Nebraska ID Number of Limited Partner 2]

The above-listed parties shall be known as the "Partners."

1. Formation of Limited Partnership

• Option A: The Partners hereby form a limited partnership pursuant to the Nebraska Uniform Limited Partnership Act (Neb. Rev. Stat. § 67-201 et seq.).
• Option B: The Partners previously formed a limited partnership under the laws of Nebraska and this Agreement amends and restates the original partnership agreement in its entirety.

2. Name and Principal Place of Business

• Option A: The name of the limited partnership shall be [Name of Limited Partnership].
• Option B: The principal place of business of the limited partnership shall be located at [Address of Principal Place of Business] in the State of Nebraska.
• Option C: The registered agent for service of process in Nebraska shall be [Name of Registered Agent], with a registered office at [Address of Registered Agent].

3. Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful business, purpose, or activity for which limited partnerships may be formed under the Nebraska Uniform Limited Partnership Act.
• Option B: The specific business purpose of the Partnership is [Specific Business Purpose]. This includes activities related to [Detailed Description of Activities], subject to all applicable Nebraska state and local licenses, permits, and compliance requirements. For example, if the partnership engages in farming activities, it must comply with Nebraska's agricultural laws.

4. Partners

• Option A: The General Partners of the Partnership shall be [Name of General Partner 1] and [Name of General Partner 2].
• Option B: The Limited Partners of the Partnership shall be [Name of Limited Partner 1] and [Name of Limited Partner 2].

5. Capital Contributions

• Option A: [Name of General Partner 1] shall contribute [Amount] in cash as their initial capital contribution.
• Option B: [Name of General Partner 2] shall contribute [Description of Property], valued at [Amount], as their initial capital contribution.
• Option C: [Name of Limited Partner 1] shall contribute [Amount] in cash as their initial capital contribution.
• Option D: [Name of Limited Partner 2] shall contribute [Description of Property], valued at [Amount], as their initial capital contribution.
• Option E: The total committed capital of the partnership is [Total Amount].

6. Additional Capital Contributions

• Option A: No additional capital contributions shall be required from the Partners.
• Option B: Additional capital contributions may be required upon a vote of the General Partners holding at least [Percentage]% of the general partnership interests.
  • If a Partner fails to make a required additional capital contribution, the consequences shall be [Consequences of Failure to Contribute], which may include dilution of their partnership interest.

7. Allocation of Profits and Losses

• Option A: Profits and losses shall be allocated among the Partners in proportion to their respective capital contributions.
• Option B: Profits and losses shall be allocated as follows: [Specific Allocation Percentages or Formula].

8. Distributions

• Option A: Distributions shall be made to the Partners at the discretion of the General Partners.
• Option B: Distributions shall be made to the Partners in proportion to their respective percentage interests in the Partnership, as determined by their capital accounts.

9. Management

• Option A: The General Partners shall have exclusive control over the management and operation of the Partnership.
• Option B: The Limited Partners shall not participate in the management or control of the Partnership's business, consistent with Nebraska law to preserve their limited liability.

10. Rights and Duties of General Partners

• Option A: The General Partners shall have all the rights and duties of general partners under the Nebraska Uniform Limited Partnership Act, including but not limited to, the duty of loyalty and the duty of care.
• Option B: The General Partners shall be responsible for the day-to-day operations of the Partnership, including [Specific Responsibilities].

11. Rights and Duties of Limited Partners

• Option A: The Limited Partners shall have the right to receive information about the Partnership's business and affairs as provided in the Nebraska Uniform Limited Partnership Act.
• Option B: The Limited Partners' liability shall be limited to the amount of their capital contributions, except as otherwise provided by Nebraska law.

12. Meetings and Voting

• Option A: Meetings of the Partners shall be held at least [Frequency].
• Option B: Decisions shall be made by a vote of the General Partners holding at least [Percentage]% of the general partnership interests and the Limited Partners holding at least [Percentage]% of the limited partnership interests.
  • Notice of meetings shall be given at least [Number] days prior to the meeting date.

13. Transfer of Partnership Interests

• Option A: No Partner may transfer their partnership interest without the consent of all other Partners.
• Option B: A Partner may transfer their partnership interest to [Permitted Transferees] without the consent of the other Partners.
  • Any transfer of a partnership interest shall be subject to a right of first refusal in favor of the other Partners.

14. Admission of New Partners

• Option A: New Partners may be admitted to the Partnership with the consent of all existing Partners.
• Option B: The admission of a new partner requires a vote of approval from General Partners holding at least [Percentage]% of general partnership interests, and Limited Partners holding at least [Percentage]% of limited partnership interests.

15. Dissolution

• Option A: The Partnership shall dissolve upon the occurrence of any of the events specified in the Nebraska Uniform Limited Partnership Act.
• Option B: The Partnership shall dissolve on [Date].
• Option C: The Partnership shall dissolve upon the written agreement of all Partners.
  • Upon dissolution, the assets of the Partnership shall be distributed in accordance with the Nebraska Uniform Limited Partnership Act, after payment of all debts and liabilities.

16. Accounting

• Option A: The Partnership's fiscal year shall end on [Date].
• Option B: The Partnership shall maintain its books and records in accordance with generally accepted accounting principles (GAAP).
  • [Name of Partner or Accountant] shall be the tax matters partner or partnership representative for the Partnership.

17. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, Nebraska], in accordance with the rules of the American Arbitration Association.
• Option B: The exclusive venue and jurisdiction for any legal action relating to this agreement shall be the state courts of Nebraska, located in [County Name] County.

18. Governing Law

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

19. Indemnification

• Option A: The Partnership shall indemnify the General Partners and Limited Partners to the fullest extent permitted by Nebraska law.
• Option B: No indemnification will be provided if the partner acted with gross negligence or willful misconduct.

20. Amendments

• Option A: This Agreement may be amended only by a written instrument signed by all of the Partners.
• Option B: This Agreement may be amended by a written instrument signed by General Partners holding at least [Percentage]% of general partnership interests and Limited Partners holding at least [Percentage]% of limited partnership interests. Amendments must be filed with the Nebraska Secretary of State as required by Nebraska law.

21. Insurance

• Option A: The Partnership shall maintain insurance coverage in amounts deemed adequate by the General Partners, including but not limited to, general liability insurance.
• Option B: The Partnership shall maintain insurance in at least the following amounts: [Coverage Amounts].

22. Duration

• Option A: The partnership shall continue perpetually unless dissolved in accordance with this agreement or Nebraska law.
• Option B: The term of the partnership shall be from [Start Date] to [End Date].

23. Withdrawal

• Option A: A partner may withdraw from the partnership upon [Number] days' written notice to the other partners.
• Option B: The withdrawing partner shall be entitled to receive [Amount or Formula] for their interest in the partnership.

24. Successors and Assigns

• Option A: This agreement shall be binding upon and inure to the benefit of the partners and their respective heirs, successors, and assigns.
• Option B: This agreement may not be assigned without the prior written consent of all partners.

25. Severability

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

26. Counterparts

• Option A: This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

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[Name of General Partner 1], General Partner

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[Name of General Partner 2], General Partner

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[Name of Limited Partner 1], Limited Partner

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[Name of Limited Partner 2], Limited Partner