New Mexico limited partnership agreement template

New Mexico Limited Partnership Agreement

This NEW MEXICO LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and effective as of [Effective Date], by and among the parties listed below as General Partners and Limited Partners. This Agreement is governed by and shall be construed in accordance with the New Mexico Revised Uniform Limited Partnership Act (NMSA 1978, Chapter 54, Article 2A).

1. Formation

The parties hereby form a limited partnership under the laws of the State of New Mexico.

Option A: The name of the limited partnership shall be [Partnership Name].

Option B: The name of the limited partnership shall be determined by the General Partner and filed with the New Mexico Secretary of State.

The Certificate of Limited Partnership shall be filed with the New Mexico Secretary of State as required by law.

2. Parties

The following are the General Partners:

[General Partner Name 1]: [Address], [Contact Information], Percentage Ownership: [Percentage]%

[General Partner Name 2]: [Address], [Contact Information], Percentage Ownership: [Percentage]% (If applicable)

The following are the Limited Partners:

[Limited Partner Name 1]: [Address], [Contact Information], Percentage Ownership: [Percentage]%

[Limited Partner Name 2]: [Address], [Contact Information], Percentage Ownership: [Percentage]% (If applicable)

3. Capital Contributions

Each Partner shall contribute capital to the Partnership as follows:

Initial Contributions:

[General Partner Name 1] shall contribute [Dollar Amount] in cash and/or [Description of Non-Cash Assets], valued at [Dollar Amount].

[Limited Partner Name 1] shall contribute [Dollar Amount] in cash and/or [Description of Non-Cash Assets], valued at [Dollar Amount].

Timing and Method: All contributions shall be made within [Number] days of the Effective Date by [Method of Contribution, e.g., wire transfer, certified check].

Valuation: Non-cash assets shall be valued at fair market value as determined by [Valuation Method, e.g., independent appraisal].

Additional Capital:

Option A: Additional capital contributions may be required by a vote of [Percentage]% of the General Partners.

Option B: No additional capital contributions shall be required.

Default: Failure to contribute additional capital shall result in [Consequences of Default, e.g., dilution of ownership, loss of voting rights].

Capital Account Maintenance: A capital account shall be maintained for each Partner in accordance with IRS regulations and New Mexico law.

4. Business Purpose

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

Permissible Activities: The Partnership may engage in all activities necessary or incidental to the foregoing purpose.

Prohibited Activities: The Partnership shall not engage in [Description of Prohibited Activities].

The principal place of business shall be located at [Address]. The partnership may also maintain additional locations at [Additional Locations].

5. Term

The term of the Partnership shall commence on the Effective Date and shall continue until [Date] unless sooner terminated as provided herein.

Early Termination: The Partnership may be terminated earlier by a vote of [Percentage]% of all Partners.

Renewal: This agreement will automatically renew for [Number] year terms unless terminated as per the terms of Early Termination above.

6. Governance

The General Partners shall have the exclusive right to manage and control the Partnership.

Powers of General Partners: The General Partners shall have the power to bind the Partnership, subject to the following limitations:

Limitations: No single General Partner may bind the partnership for obligations exceeding [Dollar Amount] without the consent of a majority of all General Partners.

Appointment/Removal: General Partners may be appointed or removed by a vote of [Percentage]% of all Partners.

Limited Partner Participation: Limited Partners shall not participate in the management or control of the Partnership in any way that would jeopardize their limited liability status under NMSA 54-2A-303.

Partner shall not be held individually liable for the actions of the partnership except to the degree provided for by the NM Revised Uniform Limited Partnership Act (NMSA 1978, Chapter 54, Article 2A).

7. Voting Rights and Procedures

Each Partner shall have voting rights in proportion to their percentage ownership.

Major Decisions: The following decisions require a vote of [Percentage]% of all Partners:

Admitting new Partners

Major Transactions exceeding [Dollar Amount]

Amendments to this Agreement

Merger or Dissolution of the Partnership

Notices: Written notice of any meeting shall be given to all Partners at least [Number] days prior to the meeting.

Quorum: A quorum for any meeting shall consist of [Percentage]% of all Partners.

Written Actions: Any action may be taken without a meeting if all Partners consent in writing.

8. Profit, Loss, and Distributions

Profits and losses shall be allocated to the Partners in proportion to their percentage ownership.

Cash Distributions:

Distributions shall be made to the Partners in proportion to their capital account balances.

Distribution Schedule: Distributions shall be made [Frequency, e.g., quarterly, annually].

Reserves: The General Partners may establish reasonable reserves for working capital and other needs of the Partnership.

Tax Allocations: Tax items shall be allocated to the Partners in accordance with IRS regulations and New Mexico law.

Tax Filing: The General Partners shall be responsible for filing all federal and New Mexico tax returns for the Partnership, including composite or withholding taxes for non-resident partners.

9. Partnership Representative

[Partner Name] is hereby designated as the Partnership Representative for IRS audit purposes.

[Partner Name] is hereby designated as the Tax Matters Partner for federal and state filings.

Reporting: The Partnership Representative and Tax Matters Partner shall provide regular reports to all Partners regarding tax matters.

K-1s: The General Partners shall provide each Partner with IRS Schedule K-1 and equivalent New Mexico state K-1 forms annually.

10. Admission of New Partners

New Partners may be admitted to the Partnership with the consent of [Percentage]% of all Partners.

Terms: The terms of admission shall be determined by the General Partners and documented in an amendment to this Agreement.

Compliance: Any admission of a new partner must comply with the New Mexico Securities Act, if applicable.

11. Transfer of Partnership Interests

A Partner may not sell, assign, or transfer their Partnership interest without the consent of [Percentage]% of all Partners.

Right of First Refusal: The other Partners shall have a right of first refusal to purchase the transferring Partner’s interest.

12. Withdrawal/Termination of a Partner

A Partner may withdraw, resign, or retire from the Partnership subject to the following conditions:

Notice: The Partner must give [Number] days written notice to the other Partners.

Buyout: The withdrawing Partner’s interest shall be bought out by the Partnership at a price determined by [Valuation Method].

Expulsion: A Partner may be expelled by a vote of [Percentage]% of all Partners for [Reasons for Expulsion].

Bankruptcy, death, or incapacity of a Partner: [Specific procedures upon these events].

13. Liability and Indemnification

Limited Partners shall not be liable for the debts and obligations of the Partnership except as provided by NMSA 54-2A-303.

The Partnership shall indemnify the General Partners against any losses, expenses, or liabilities incurred in connection with the Partnership’s business, to the extent permitted by New Mexico law.

Insurance: The Partnership shall maintain insurance coverage in an amount deemed adequate by the General Partners.

14. Records and Reporting

The Partnership shall maintain complete and accurate records of its business and financial affairs.

Annual Reports: The General Partners shall prepare and distribute annual reports to all Partners.

Compliance: The Partnership shall comply with all filing and reporting requirements of the New Mexico Secretary of State, including maintaining a registered agent.

15. Conflicts of Interest

Partners shall disclose any conflicts of interest to the other Partners.

Self-Dealing: Transactions between the Partnership and any Partner shall be fair to the Partnership and approved by a majority of the other Partners.

Competitive Activities: Partners [May/May Not] engage in competitive activities with the Partnership.

16. Confidentiality

Partners shall maintain the confidentiality of the Partnership’s confidential information.

Non-Compete and Non-Solicitation: [Description of Non-Compete/Non-Solicitation Covenants].

17. Dispute Resolution

Any dispute arising under this Agreement shall be resolved by [Mediation/Arbitration] in [City, New Mexico].

Governing Law: This Agreement shall be governed by the laws of the State of New Mexico.

Jurisdiction: The exclusive jurisdiction for any legal action arising out of this Agreement shall be the state courts of New Mexico.

18. Dissolution

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

Winding Up: Upon dissolution, the assets of the Partnership shall be liquidated and distributed in the following order:

Payment of debts and liabilities.

Repayment of Partner loans.

Distribution to Partners in proportion to their capital account balances.

Required Filings: Upon dissolution, the General Partners shall file all required documents with the New Mexico Secretary of State.

19. Regulatory Compliance

The Partnership shall comply with all applicable New Mexico business registration, occupational licensing, record-keeping, and regulatory requirements for its intended industry.

Compliance Duties: [Allocation of compliance duties].

20. Bank Accounts

The Partnership shall maintain bank accounts at [Bank Name].

Authorized Signatories: The authorized signatories for the bank accounts shall be [List of Authorized Signatories].

Approval Thresholds: Expenditures exceeding [Dollar Amount] shall require the approval of [Number] General Partners.

21. Amendments

This Agreement may be amended only by a written instrument signed by [Percentage]% of all Partners.

Filing: Amendments shall be filed with the New Mexico Secretary of State if required by law.

22. Exhibits

Exhibit A: Certificate of Limited Partnership.

Exhibit B: Registered Agent Designation.

23. Tax Compliance

The Partnership shall obtain a federal EIN and comply with all applicable New Mexico tax requirements, including Gross Receipts Tax, withholding, and CR-100 registration.

24. Notices

All notices shall be in writing and delivered to the addresses set forth in Section 2. Notice to the registered office in New Mexico shall be sufficient.

25. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

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

[General Partner Name 1]

[General Partner Signature]

[Limited Partner Name 1]

[Limited Partner Signature]