New York limited partnership agreement template

New York Limited Partnership Agreement

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

[Partnership Name], a limited partnership formed under the laws of the State of New York

• Principal Place of Business: [Address], New York
• EIN: [EIN]
• New York Entity Number: [Entity Number]

The General Partner(s) listed below:

• [General Partner Name], residing at [Address]

The Limited Partner(s) listed below:

• [Limited Partner Name], residing at [Address]

1. Formation and Name

• The parties hereby form a limited partnership under the laws of the State of New York, pursuant to the New York Revised Limited Partnership Act, Article 8-A of the Partnership Law.
• The name of the limited partnership shall be [Partnership Name].
• The Certificate of Limited Partnership shall be filed with the New York Department of State.

2. Purpose and Scope

• The purpose of the Limited Partnership is to engage in the following business and activities: [Description of Business].
• Authorized Activities: [List of Authorized Activities].
• Restricted Activities: [List of Restricted Activities].

3. Term

• Option A: Perpetual existence, commencing on the date of filing of the Certificate of Limited Partnership with the New York Department of State.
• Option B: A fixed term commencing on [Start Date] and terminating on [End Date], unless sooner terminated as provided herein.

4. Registered Agent and Office

• The registered agent of the Limited Partnership in the State of New York shall be: [Registered Agent Name].
• The registered office of the Limited Partnership in the State of New York shall be: [Registered Agent Address].

5. Capital Contributions

• Initial Contributions: Each Partner shall contribute to the capital of the Limited Partnership the amounts set forth below:
• [General Partner Name]: [Amount] (Cash/Property/Services). If Property, description and valuation method: [Description and Valuation].
• [Limited Partner Name]: [Amount] (Cash/Property/Services). If Property, description and valuation method: [Description and Valuation].
• Additional Contributions:
• Option A: No Partner shall be required to make additional contributions.
• Option B: Additional contributions may be required upon the affirmative vote of the General Partners.

6. Allocation of Profits and Losses

• Profits and losses shall be allocated among the Partners in proportion to their respective ownership percentages.
• [General Partner Name]: [Percentage]%
• [Limited Partner Name]: [Percentage]%

7. Distributions

• Distributions shall be made to the Partners in proportion to their respective ownership percentages.
• Liquidating Distributions: Liquidating distributions shall be made in accordance with the priority provisions of New York Partnership Law Section 121-804.

8. Management

• The General Partner(s) shall have full and exclusive control of the management and operation of the Limited Partnership.
• Rights and Responsibilities of General Partners: [List of Rights and Responsibilities]
• Limitations on Limited Partners: Limited Partners shall not participate in the control of the business except as provided under safe harbors pursuant to NY Partnership Law 121-303.

9. Meetings

• Meetings of the Partners shall be held at such times and places as the General Partner(s) may determine.
• Notice: Written notice of any meeting shall be given to each Partner not less than [Number] days prior to the date of the meeting.
• Quorum: [Percentage]% of the ownership interests shall constitute a quorum for the transaction of business at any meeting.
• Voting: Each Partner shall be entitled to vote in proportion to their ownership percentage.

10. Admission of New Partners

• New Partners may be admitted only upon the unanimous consent of all existing Partners.
• Terms of Admission: [Terms and Conditions for Admission]

11. Transfer of Partnership Interests

• No Partner may transfer their partnership interest without the consent of the General Partner(s).
• Right of First Refusal: [Details of Right of First Refusal]

12. Withdrawal and Expulsion

• Withdrawal: No partner can withdraw without written consent of the remaining partners.
• Expulsion: A partner may be expelled by [Percentage]% vote of the remaining partners.
• Buyout Provisions: [Terms of Buyout]

13. Liability

• The liability of the Limited Partners shall be limited as provided in the New York Revised Limited Partnership Act.
• Indemnification: [Indemnification Terms]

14. Books and Records

• The Limited Partnership shall maintain complete and accurate books and records at its principal place of business.
• Access: Partners have access to books and records as permitted by NY Partnership Law 121-106.

15. Dissolution

• The Limited Partnership shall be dissolved upon the occurrence of any of the following events:
• The expiration of its term, if any.
• The unanimous consent of all Partners.
• An event of withdrawal of a General Partner unless the business is continued by the other General Partner(s) or all Partners agree to continue the business.
• Winding Up: [Procedures for Winding Up]

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be settled by [Arbitration/Mediation] in New York.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17. Amendments

This Agreement may be amended only by a written instrument signed by all of the Partners.

18. 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 mailed by certified mail, return receipt requested, to the address of the party set forth in this Agreement.

19. Entire Agreement

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

20. Severability

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

21. Counterparts

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 Agreement as of the date first written above.

____________________________

[General Partner Name]

____________________________

[Limited Partner Name]