North Carolina limited partnership agreement template

North Carolina Limited Partnership Agreement

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

• [Partnership Name], a limited partnership formed under the laws of the State of North Carolina (the “Partnership”),
• [General Partner Name], a [General Partner Type, e.g., corporation, LLC, individual], residing at [General Partner Address] (“General Partner”), and
• [Limited Partner Name], residing at [Limited Partner Address] (“Limited Partner”).

Each of the above may be referred to individually as a “Partner” and collectively as the “Partners”.

1. Formation and Name

• Option A: The Partners hereby form a limited partnership under the laws of the State of North Carolina, pursuant to the Uniform Limited Partnership Act, N.C. Gen. Stat. Chapter 59.
• Option B: The Partners previously formed a limited partnership under the laws of the State of North Carolina, and this Agreement amends and restates the original agreement.
• The name of the limited partnership shall be [Partnership Name], L.P. or Limited Partnership, and its principal office shall be located at [Principal Office Address].

2. Purpose

• Option A: The purpose of the Partnership is to engage in any lawful activity for which limited partnerships may be formed under the laws of the State of North Carolina.
• Option B: The purpose of the Partnership is specifically limited to [Specific Business Purpose] within the State of North Carolina. This shall include all activities reasonably related or incidental thereto.
• If applicable, specify any industry-specific regulatory requirements affecting operations, such as professional licensing or environmental requirements.

3. Partners

• [General Partner Name] shall be a General Partner.
• [Limited Partner Name] shall be a Limited Partner.
• Additional General Partners and Limited Partners may be admitted as provided in this Agreement.

4. Capital Contributions

• Each Partner shall contribute to the capital of the Partnership the amounts set forth below:
• [General Partner Name]: [Dollar Amount] in cash and/or [Description of Property] with a fair market value of [Dollar Amount].
• [Limited Partner Name]: [Dollar Amount] in cash and/or [Description of Property] with a fair market value of [Dollar Amount].
• The timing of contributions shall be as follows:
• Option A: All contributions shall be made upon the execution of this Agreement.
• Option B: Contributions shall be made according to the following schedule: [Contribution Schedule].
• Capital Accounts: A separate capital account shall be maintained for each Partner.

5. Profit and Loss Allocation

• Option A: Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective capital contributions.
• Option B: Profits and losses of the Partnership shall be allocated as follows:
• [General Partner Name]: [Percentage]%
• [Limited Partner Name]: [Percentage]%
• Such allocation shall comply with Section 704(b) of the Internal Revenue Code.

6. Distributions

• Available cash of the Partnership shall be distributed to the Partners in proportion to their respective profit sharing percentages.
• Distributions shall be made at such times and in such amounts as the General Partner determines, in its sole discretion.

7. Term and Dissolution

• Option A: The term of the Partnership shall commence on the effective date of this Agreement and shall continue until [Dissolution Date].
• Option B: The Partnership shall continue until dissolved as provided in this Agreement or by operation of law under North Carolina General Statutes Chapter 59.
• Upon dissolution, the assets of the Partnership shall be distributed in accordance with North Carolina statutory priorities.

8. Rights, Powers, and Obligations of General Partners

• The General Partner shall have the exclusive authority to manage and control the business and affairs of the Partnership.
• The General Partner shall have the power to bind the Partnership.
• The General Partner shall owe a fiduciary duty to the Partnership and the other Partners.
• The General Partner shall have banking authority and contract execution rights.

9. Limitations on Limited Partners

• The Limited Partner shall not participate in the control of the business of the Partnership, except as specifically permitted by law under N.C. Gen. Stat. § 59-303.
• Activities that will not be considered participating in control include:
• Consulting with and advising the General Partner.
• Approving or disapproving amendments to this Agreement.
• Voting on dissolution of the partnership.

10. Management Structure

• Option A: The Partnership shall be managed by a single General Partner.
• Option B: The Partnership shall be managed by multiple General Partners.

11. Voting and Consent

• Voting rights shall be allocated by class of partner.
• Matters requiring the approval of the Limited Partners shall include:
• Amendment of this Agreement.
• Admission or removal of a General Partner.
• Sale of all or substantially all of the Partnership’s assets.
• Merger or dissolution of the Partnership.

12. Partnership Meetings and Records

• The General Partner shall call meetings of the Partners as needed.
• Written notice of each meeting shall be given to all Partners at least [Number] days prior to the meeting.
• The Partnership shall maintain complete and accurate records of its business affairs.

13. Admission of New Partners

• New Partners may be admitted to the Partnership with the consent of [Percentage]% of the Partners.
• The Certificate of Limited Partnership shall be amended to reflect the admission of any new Partner.

14. Transfer of Partnership Interests

• No Partner may transfer, assign, pledge, or sell their partnership interest without the prior written consent of the other Partners.
• The Partnership and the other Partners shall have a right of first refusal with respect to any proposed transfer.
• Any transfer must comply with applicable securities laws.

15. Buyout, Withdrawal, and Expulsion

• A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners.
• The buyout price for a withdrawing Partner's interest shall be determined by [Valuation Method, e.g., appraisal].
• A Partner may be expelled for cause, as determined by [Percentage]% of the other Partners.

16. Liability and Indemnification

• The Limited Partner shall have no personal liability for the debts or obligations of the Partnership, except as provided by law under N.C. Gen. Stat. § 59-303.
• The Partnership shall indemnify the General Partner against any loss, damage, or liability incurred by reason of its acting as General Partner, except in cases of gross negligence or willful misconduct.
• The Partnership shall maintain adequate liability insurance.

17. Partnership Records

• The Partnership shall maintain the following records at its principal office:
• A list of the names and addresses of all Partners.
• A copy of this Agreement and the Certificate of Limited Partnership.
• Financial statements for the Partnership.
• These records shall be available for inspection by any Partner during reasonable business hours.

18. Tax Matters

• The Partnership shall file all required federal and state tax returns.
• The General Partner shall be the Partnership Representative for IRS and North Carolina Department of Revenue audits.
• The Partnership shall allocate tax credits or deductions in accordance with Section 704(b) of the Internal Revenue Code.
• K-1 statements shall be provided to each Partner annually.

19. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration].
• The venue for any legal action shall be [County Name] County, North Carolina.
• This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

20. Amendment

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

21. Dissolution and Winding Up

• Upon dissolution, the General Partner shall act as liquidator.
• The assets of the Partnership shall be liquidated, and the proceeds shall be distributed in accordance with North Carolina law.

22. Compliance with Industry-Specific Regulations

• The Partnership shall comply with all applicable federal, state, and local laws and regulations, including any industry-specific regulations.

23. Confidentiality and Non-Compete

• Option A: During the term of this Agreement and thereafter, each Partner shall maintain the confidentiality of the Partnership's confidential information.
• Option B: Each Partner shall not compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter within a [Radius] mile radius of the Partnership's principal office.

24. Intellectual Property

• All intellectual property created by the Partnership shall be owned by the Partnership.

25. Insurance

• The Partnership shall maintain adequate insurance coverage to protect its assets and business operations.

26. Electronic Communication

• Notices and other communications may be given electronically, provided that the sender receives confirmation of receipt.

27. Certificate of Limited Partnership

• The General Partner shall file and maintain a Certificate of Limited Partnership with the North Carolina Secretary of State.

28. Adjustments of Terms

• The terms of this Agreement may be adjusted to fit the specific industry, business model, and risk tolerance of the Partnership, consistent with North Carolina statutes.

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

[General Partner Name]

By: [Authorized Representative Name]

Title: [Title]

[Limited Partner Name]

Acknowledged and Agreed:

____________________________

Notary Public

My commission expires: ____________________________