New Jersey limited partnership agreement template

Limited Partnership Agreement of [Name] LP

This Limited Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the parties listed herein as General Partners and Limited Partners, pursuant to the New Jersey Uniform Limited Partnership Law (NJSA 42:2A-1 et seq.).

Article 1: Formation

1.1 Formation: The parties hereby form a limited partnership under the laws of the State of New Jersey.

1.2 Name: The name of the limited partnership shall be [Partnership Name] LP.

1.3 Registered Office and Agent: The address of the registered office in the State of New Jersey is [Address]. The name of the registered agent at such address is [Agent Name].

1.4 Principal Place of Business: The principal place of business is located at [Address].

1.5 Business Purpose: The purpose of the Partnership is to engage in the following business: [Description of Business Purpose].

1.6 Term:

Option A: The term of the Partnership shall be perpetual.

Option B: The term of the Partnership shall commence on the date hereof and shall continue for a period of [Number] years, unless sooner terminated as provided herein.

Option C: The term of the Partnership shall continue until the completion of [Specific Project Description].

Article 2: Partners

2.1 General Partners: The General Partners of the Partnership are:

[General Partner Name 1], residing at [Address], with EIN [EIN] (if applicable).

[General Partner Name 2], residing at [Address], with EIN [EIN] (if applicable).

2.2 Limited Partners: The Limited Partners of the Partnership are:

[Limited Partner Name 1], residing at [Address], with EIN [EIN] (if applicable).

[Limited Partner Name 2], residing at [Address], with EIN [EIN] (if applicable).

2.3 Addresses and Contact Information: The addresses and contact information for all partners are listed in Exhibit A, attached hereto. The General Partner shall promptly notify all Limited Partners of any changes to the contact information for any Partner.

Article 3: Capital Contributions

3.1 Initial Contributions: Each Partner shall contribute to the capital of the Partnership the amount and type of consideration set forth on Exhibit B, attached hereto.

3.2 Additional Capital Contributions:

Option A: No Partner shall be required to make any additional capital contributions.

Option B: Additional capital contributions may be required from time to time as determined by the General Partner(s) with [Percentage]% consent of the Limited Partners.

If additional capital contributions are required, each Partner shall contribute in proportion to their then-existing percentage interest in the Partnership.

If a Partner fails to contribute their proportionate share, the other Partners may contribute the shortfall, and the defaulting Partner’s percentage interest shall be adjusted accordingly. The terms of such adjustment will be [Terms of Adjustment].

3.3 Failure to Contribute: The consequences for failure to contribute additional capital are: [Consequences for Failure].

Article 4: Allocation of Profits, Losses, and Distributions

4.1 Allocation of Profits and Losses: Profits and losses shall be allocated among the Partners in proportion to their percentage interests as set forth on Exhibit C, attached hereto. This allocation is intended to comply with Section 704(b) of the Internal Revenue Code. Any special allocations required under Section 704(b) are outlined in Exhibit D, attached hereto.

4.2 Distributions:

Option A: Distributions shall be made to the Partners at such times and in such amounts as the General Partner(s) may determine, in their sole discretion, in proportion to their percentage interests.

Option B: Distributions shall be made [Frequency] to the Partners in proportion to their percentage interests, subject to the availability of sufficient funds.

4.3 Priority of Distributions: Distributions shall be made in the following order of priority: [Order of Priority]. Return of Capital contributions shall be prioritized before distribution of profits. No distribution shall be made if it would render the Partnership insolvent.

Article 5: Management

5.1 General Partners' Authority: The General Partners shall have full and exclusive control over the management and operation of the Partnership.

5.2 Limited Partners' Authority: Limited Partners shall not participate in the day-to-day management of the Partnership. Their involvement is limited to the rights specifically granted to them in this Agreement and permitted by New Jersey law to preserve limited liability.

5.3 Voting Rights:

Certain actions require the unanimous consent of all General Partners: [Actions Requiring Unanimous Consent].

Certain actions require a majority vote of the General Partners and [Percentage]% of the Limited Partners: [Actions Requiring Majority Consent].

5.4 Day-to-Day Management: The General Partner [Name] shall be responsible for day-to-day management. Signature authority for binding the partnership shall be limited to the General Partners.

5.5 Restrictions on General Partner Actions: The General Partners shall not, without the consent of [Percentage]% of the Limited Partners: [Restrictions on Actions].

Article 6: Rights and Obligations of Limited Partners

6.1 Limited Liability: No Limited Partner shall be liable for the debts or obligations of the Partnership beyond the amount of their capital contribution, as provided in New Jersey law.

6.2 Right to Information: Limited Partners shall have the right to access the Partnership's books and records at the principal place of business during reasonable business hours. The Partnership shall maintain such books and records in accordance with NJSA 42:2A-21.

6.3 Annual Accounting and Reporting: The Partnership shall provide to the Limited Partners annual accounting and reporting information, including a balance sheet and income statement, within [Number] days after the end of each fiscal year.

Article 7: Admission and Transfer of Interests

7.1 Admission of New Partners: New Partners may be admitted to the Partnership only upon the unanimous consent of the General Partners and [Percentage]% of the Limited Partners. Admission requires amendment to the Certificate of Limited Partnership filed with the New Jersey Division of Revenue.

7.2 Transfer of Limited Partner Interests:

Option A: No Limited Partner may transfer or assign their interest in the Partnership without the prior written consent of the General Partner(s), which consent may be withheld in their sole discretion. Such transfer must comply with NJSA 42:2A-43.

Option B: A Limited Partner may transfer or assign their interest in the Partnership with [Number] days written notice to the General Partner(s), subject to a right of first refusal by the other Partners. The terms of the right of first refusal are: [Terms of Right of First Refusal].

7.3 Valuation: The valuation methodology for transferred interests shall be [Valuation Methodology].

Article 8: Partner Withdrawal or Dissociation

8.1 Withdrawal:

Option A: A Partner may withdraw from the Partnership only with the unanimous consent of all other Partners.

Option B: A Partner may withdraw from the Partnership upon [Number] days written notice to the other Partners.

8.2 Dissociation Events: The following events shall constitute a dissociation event: death, bankruptcy, or incapacity.

8.3 Consequences of Withdrawal or Dissociation: Upon withdrawal or dissociation, the withdrawing or dissociating Partner shall be entitled to receive [Payment Terms].

Article 9: Indemnification and Liability Limitation

9.1 Indemnification of General Partners: The Partnership shall indemnify the General Partners against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees) incurred by them in connection with the business of the Partnership, except to the extent such losses, claims, damages, liabilities, and expenses are attributable to the General Partner’s gross negligence or willful misconduct.

9.2 Liability of Limited Partners: No Limited Partner shall be liable for any debts, obligations, or liabilities of the Partnership beyond the amount of their capital contribution.

9.3 D&O Insurance: The partnership [Shall/Shall Not] obtain D&O insurance.

Article 10: Tax Matters

10.1 Tax Matters Partner: The Tax Matters Partner shall be [Partner Name].

10.2 Tax Returns: The Partnership shall prepare and file all required tax returns, including New Jersey CBT-1065 and federal Form 1065.

10.3 Schedules K-1: The Partnership shall provide Schedules K-1 to each Partner within [Number] days after the end of each fiscal year.

10.4 Withholding: The Partnership shall comply with all applicable tax withholding requirements for nonresident Partners.

Article 11: Dissolution and Winding Up

11.1 Events of Dissolution: The Partnership shall dissolve upon the occurrence of any of the following events: [Events of Dissolution].

11.2 Winding Up: Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in the following order: [Order of Distribution].

11.3 Certificate of Cancellation: Upon completion of the winding up, a certificate of cancellation shall be filed with the New Jersey Division of Revenue.

Article 12: Records and Accounting

12.1 Records: The Partnership shall maintain the following records at its principal place of business in New Jersey: [List of Records].

12.2 Amendments: This Agreement may be amended only by a written instrument signed by all of the General Partners and [Percentage]% of the Limited Partners. Any amendment requires filing with the New Jersey Division of Revenue if the Certificate of Limited Partnership is affected.

Article 13: Governing Law and Dispute Resolution

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

13.2 Dispute Resolution:

Option A: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.

Option B: Any legal action arising out of or relating to this Agreement shall be brought in the Superior Court of New Jersey, [County] County.

Article 14: Miscellaneous

14.1 Confidentiality: Each Partner agrees to hold confidential all information relating to the business of the Partnership.

14.2 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth on Exhibit A.

14.3 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.

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

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[General Partner Name 1]

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[General Partner Name 2]

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[Limited Partner Name 1]

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[Limited Partner Name 2]

Exhibit A: Partner Information

Exhibit B: Capital Contributions

Exhibit C: Percentage Interests

Exhibit D: Special Allocations (If Applicable)