New Hampshire limited partnership agreement template

New Hampshire Limited Partnership Agreement

This New Hampshire Limited Partnership Agreement (the “Agreement”) is made and effective as of [Date], by and among the parties listed below.

• [Name of General Partner 1], residing at [Address of General Partner 1] (hereinafter referred to as "General Partner 1");
• [Name of General Partner 2], residing at [Address of General Partner 2] (hereinafter referred to as "General Partner 2"); (Add more General Partners as needed)
• [Name of Limited Partner 1], residing at [Address of Limited Partner 1] (hereinafter referred to as "Limited Partner 1");
• [Name of Limited Partner 2], residing at [Address of Limited Partner 2] (hereinafter referred to as "Limited Partner 2"); (Add more Limited Partners as needed)

Collectively, the above-listed parties are referred to as the "Partners."

1. Formation and Filing

• The Partners hereby form a limited partnership (the "Partnership") under the laws of the State of New Hampshire, specifically RSA 304-B.
• Option A: A Certificate of Limited Partnership has been filed with the New Hampshire Secretary of State.
• Option B: The General Partners are authorized to file a Certificate of Limited Partnership with the New Hampshire Secretary of State.
• The registered office of the Partnership in New Hampshire is located at [Registered Office Address].
• The registered agent for service of process in New Hampshire is [Registered Agent Name], residing at [Registered Agent Address].

2. Partner Identification and Legal Capacity

• General Partners: [Name of General Partner], whose identification has been verified by [Method of Verification, e.g., Driver's License, Passport], and whose capacity to enter into this agreement has been confirmed.
• Limited Partners: [Name of Limited Partner], whose identification has been verified by [Method of Verification, e.g., Driver's License, Passport], and whose capacity to enter into this agreement has been confirmed.

3. Capital Contributions

• General Partner 1: [Amount] in cash, [Description of Property] valued at [Amount], and/or [Description of Services] valued at [Amount].
• General Partner 2: [Amount] in cash, [Description of Property] valued at [Amount], and/or [Description of Services] valued at [Amount].
• Limited Partner 1: [Amount] in cash, [Description of Property] valued at [Amount], and/or [Description of Services] valued at [Amount].
• Limited Partner 2: [Amount] in cash, [Description of Property] valued at [Amount], and/or [Description of Services] valued at [Amount].
• Additional Capital Contributions:
  • Option A: No further capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the General Partners.

4. Business Purpose, Principal Place of Business, and Term

• The purpose of the Partnership is to engage in the business of [Description of Business Purpose], which is lawful under the laws of the State of New Hampshire.
• The principal place of business of the Partnership is located at [Principal Place of Business Address].
• The term of the Partnership shall be:
  • Option A: Perpetual.
  • Option B: For a fixed term of [Number] years, commencing on [Start Date] and ending on [End Date].

5. Powers, Rights, and Duties of Partners

• General Partners:
  • Exclusive management authority of the Partnership.
  • Option A: Unilateral decision-making power.
  • Option B: Joint decision-making power requiring agreement of [Number] out of [Total Number] General Partners.
  • Authority to execute contracts, open bank accounts, and hire employees on behalf of the Partnership.
• Limited Partners:
  • Limited Partners shall not participate in the day-to-day management of the Partnership.
  • Option A: Limited Partners have advisory rights and may attend partner meetings.
  • Option B: Limited Partners have voting rights on specific matters as outlined in Section 6.

6. Partner Meetings

• Meetings shall be held:
  • Option A: Annually.
  • Option B: Quarterly.
  • Option C: As needed, upon [Number] days' written notice.
• A quorum shall consist of [Percentage]% of the General Partners and [Percentage]% of the Limited Partners (if applicable).
• Voting Rights:
  • Option A: Per capita.
  • Option B: Proportionate to capital contributions.

7. Distribution of Profits, Losses, and Tax Items

• Profits and losses shall be allocated among the partners in proportion to their capital contributions.
• Option A: Profits will be distributed annually.
• Option B: Profits will be distributed quarterly.
• Tax distributions will be made to cover federal and New Hampshire tax obligations.
• K-1 forms will be prepared and delivered to each partner annually.

8. Admission of New Partners

• New partners may be admitted with the consent of:
  • Option A: All General Partners.
  • Option B: [Percentage]% of the General Partners and [Percentage]% of the Limited Partners (if applicable).
• Amendment to the Certificate of Limited Partnership shall be filed with the New Hampshire Secretary of State.

9. Transfer of Partnership Interests

• Restrictions on transfer:
  • Option A: No partner may transfer their interest without the consent of all General Partners.
  • Option B: Partners may transfer their interest with a right of first refusal to the other partners.
• Procedures for voluntary/involuntary withdrawal, retirement, bankruptcy, death, or expulsion of a partner are as follows: [Detailed Procedure].

10. Liability Protections and Indemnification

• Limited Partners shall not be liable for the debts and obligations of the Partnership beyond their capital contributions, as provided in RSA 304-B.
• The Partnership shall indemnify the General Partners, Limited Partners, employees, and agents to the fullest extent permitted by law.

11. Dispute Resolution

• Any disputes shall be resolved as follows:
  • Escalation to managing partners.
  • Mandatory mediation in New Hampshire.
  • If mediation fails, mandatory arbitration in New Hampshire.
• This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire.

12. Dissolution and Winding Up

• The Partnership shall dissolve upon:
  • Option A: A vote of [Percentage]% of the partners.
  • Option B: The expiration of its fixed term (if applicable).
  • Option C: Judicial order.
• Assets shall be liquidated, debts paid, and remaining assets distributed in accordance with RSA 304-B.

13. Compliance with New Hampshire Regulations

• The Partnership shall comply with all applicable New Hampshire regulations, permits, and business registrations, including any industry-specific regulations.

14. Books and Records

• The Partnership shall maintain books and records at its principal office.
• Partners shall have the right to inspect the books and records in accordance with New Hampshire law.

15. Insurance

• The Partnership shall maintain insurance coverage for:
  • Property: [Coverage Amount]
  • Liability: [Coverage Amount]

16. Intellectual Property, Confidentiality, Noncompetition, and Nondisclosure

• [If applicable] The partnership shall comply with all applicable intellectual property, confidentiality, non-competition, and nondisclosure agreements enforceable under New Hampshire law. Details: [Details of agreements]

17. Amendments and Waivers

• This Agreement may be amended only by a written instrument signed by:
  • Option A: All partners.
  • Option B: [Percentage]% of the General Partners and [Percentage]% of the Limited Partners (if applicable).

18. Entire Agreement

• This Agreement constitutes the entire agreement among the parties and supersedes all prior agreements and understandings.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
• Electronic Signatures: Electronic signatures shall be deemed valid and binding.

19. Tax Matters

• The Partnership shall comply with all applicable federal and New Hampshire tax laws and regulations.
• The Tax Matters Partner (or Partnership Representative) shall be [Name of Tax Matters Partner/Representative].

20. Signatures

In Witness Whereof, the parties have executed this New Hampshire Limited Partnership Agreement as of the date first written above.

____________________________
[Name of General Partner 1], General Partner

____________________________
[Name of General Partner 2], General Partner (Add more General Partners as needed)

____________________________
[Name of Limited Partner 1], Limited Partner

____________________________
[Name of Limited Partner 2], Limited Partner (Add more Limited Partners as needed)