Nevada limited partnership agreement template

Nevada Limited Partnership Agreement

This Nevada Limited Partnership Agreement (the "Agreement") is made and effective as of [Effective Date], by and among the parties listed below, in [City, County, State].

1. Parties

General Partner(s):

• [General Partner Name], residing at [General Partner Address], is a [Citizenship or Entity Type]. Contact Information: [General Partner Phone], [General Partner Email].
• [General Partner Name], residing at [General Partner Address], is a [Citizenship or Entity Type]. Contact Information: [General Partner Phone], [General Partner Email].

Limited Partner(s):

• [Limited Partner Name], residing at [Limited Partner Address], is a [Citizenship or Entity Type]. Contact Information: [Limited Partner Phone], [Limited Partner Email].
• [Limited Partner Name], residing at [Limited Partner Address], is a [Citizenship or Entity Type]. Contact Information: [Limited Partner Phone], [Limited Partner Email].

2. Registered Agent and Office

• The Registered Agent of the Limited Partnership in the State of Nevada is: [Registered Agent Name].
• The Registered Office is located at: [Registered Agent Address], Nevada.

3. Principal Office

• Option A: The principal office of the Partnership shall be located at [Principal Office Address], Nevada.
• Option B: The principal office of the Partnership shall be located at [Principal Office Address], and additional places of business may be established within or outside Nevada as determined by the General Partner(s).

4. Business Purpose

• Option A: The purpose of the Partnership is to engage in any lawful act or activity for which limited partnerships may be formed under the laws of the State of Nevada.
• Option B: The purpose of the Partnership is specifically limited to [Specific Business Purpose], and any activities directly related or incidental thereto, provided that such activities are lawful in the State of Nevada and comply with all applicable licensing and regulatory requirements.

5. Term

• Option A: The term of the Partnership shall commence on the Effective Date and shall continue perpetually unless sooner terminated as provided in this Agreement.
• Option B: The term of the Partnership shall commence on the Effective Date and shall continue for a term of [Number] years, unless sooner terminated as provided in this Agreement.

6. Certificate of Limited Partnership

• The General Partner(s) shall promptly execute and file a Certificate of Limited Partnership with the Nevada Secretary of State as required by Nevada law, and shall file any necessary amendments thereto.

7. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership as follows:
  • [General Partner Name]: [Contribution Amount/Description]
  • [Limited Partner Name]: [Contribution Amount/Description]
• Valuation: The value of any non-cash contribution shall be determined by [Valuation Method].
• Additional Contributions:
  • Option A: No additional capital contributions shall be required from any Partner.
  • Option B: Additional capital contributions may be required from all Partners proportionally to their capital accounts, as determined by the General Partner(s) with [Percentage]% approval of all partners.
• Failure to Contribute: If any Partner fails to make a required contribution, the other Partners may [Consequences of Failure], subject to Nevada law.

8. Admission of New Partners

• New Limited Partners may be admitted to the Partnership with the written consent of [Percentage]% of the General Partners and [Percentage]% of the existing Limited Partners.
• New General Partners may be admitted to the Partnership only with the unanimous written consent of all existing Partners.
• Upon admission, new partners must execute a counterpart to this agreement and comply with all applicable Nevada statutory filings.

9. 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:
  • [General Partner Name]: [Percentage]%
  • [Limited Partner Name]: [Percentage]%
• Distributions shall be made at the discretion of the General Partner(s), subject to the availability of funds and compliance with Nevada law. All allocations will comply with Section 704(b) of the Internal Revenue Code.

10. Tax Matters

• The Partnership shall elect [Tax Treatment, e.g., Partnership] for federal income tax purposes.
• The Partnership Representative for IRS purposes shall be [Partnership Representative Name].
• The General Partner(s) shall be responsible for preparing and filing all required tax returns, including IRS Form 1065 and Nevada Commerce Tax returns, if applicable, and shall provide K-1s to each Partner in a timely manner.

11. Management

• The management of the Partnership shall be vested exclusively in the General Partner(s).
• The General Partner(s) shall have full power and authority to act on behalf of the Partnership, subject to the limitations set forth in this Agreement and Nevada law.
• Limited Partners shall not participate in the management or control of the Partnership, as provided under NRS 88.433.

12. Voting Rights

• General Partners shall have [Number] vote(s) per percentage of ownership interest.
• Limited Partners shall have voting rights only on specific matters as required by Nevada law or as explicitly provided in this agreement, with [Number] vote(s) per percentage of ownership interest.
• Extraordinary actions, such as mergers, asset sales, or dissolution, require approval by [Percentage]% of all partners.

13. Prohibited Acts

• No Partner shall:
  • Commit any act that would violate this Agreement or Nevada law.
  • Endanger the Partnership's limited liability status.
  • Use partnership assets for personal gain without the consent of the other partners.

14. Indemnification

• The Partnership shall indemnify its General Partners and officers to the fullest extent permitted by Nevada law.
• The Partnership may purchase liability insurance to cover potential liabilities of its partners and officers.

15. Withdrawal and Expulsion

• Option A: A Limited Partner may withdraw from the Partnership upon [Number] days written notice to the General Partner(s).
• Option B: A Limited Partner may not withdraw from the Partnership prior to the expiration of the Partnership's term without the consent of the General Partners.
• A General Partner may withdraw only with the unanimous written consent of the remaining partners, and subject to Nevada statutory requirements for the continuation of limited partnerships.
• Expulsion of a partner may only occur for [Specific Reasons] with a [Percentage]% vote of the remaining partners.

16. Transferability of Interests

• No Partner may transfer or assign their interest in the Partnership without the prior written consent of [Percentage]% of the other Partners.
• The Partnership shall have a right of first refusal to purchase any interest proposed to be transferred.

17. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • The vote of [Percentage]% of all Partners.
  • The withdrawal of the last remaining General Partner, unless the remaining partners agree to appoint a successor general partner within [Number] days, in accordance with Nevada law.
  • Judicial decree.
• Upon dissolution, the assets of the Partnership shall be distributed in accordance with Nevada law.

18. Confidentiality

Each Partner agrees to maintain the confidentiality of the Partnership's proprietary information.

19. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
• Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County] County, Nevada, or through binding arbitration in Nevada.

20. Compliance

The Partnership shall comply with all applicable Nevada regulatory requirements, including any industry-specific licensing and annual state filings.

Exhibits

• Exhibit A: Certificate of Limited Partnership
• Exhibit B: Initial Capital Contributions Documentation

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

[General Partner Name]

[Limited Partner Name]