North Dakota limited partnership agreement template

North Dakota Limited Partnership Agreement

This North Dakota Limited Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among the parties listed below, intending to form a limited partnership under the North Dakota Uniform Limited Partnership Act, North Dakota Century Code Chapter 45-10.2.

General Partner(s):

• [Name of General Partner 1], residing at [Address of General Partner 1], contact information: [Phone number of General Partner 1], [Email of General Partner 1].
• [Name of General Partner 2], residing at [Address of General Partner 2], contact information: [Phone number of General Partner 2], [Email of General Partner 2].

Limited Partner(s):

• [Name of Limited Partner 1], residing at [Address of Limited Partner 1], contact information: [Phone number of Limited Partner 1], [Email of Limited Partner 1].
• [Name of Limited Partner 2], residing at [Address of Limited Partner 2], contact information: [Phone number of Limited Partner 2], [Email of Limited Partner 2].

The parties agree as follows:

1. Formation of Limited Partnership

• The parties hereby form a limited partnership (the "Partnership") under the laws of the State of North Dakota.
• The General Partners shall promptly execute and file a Certificate of Limited Partnership with the North Dakota Secretary of State, as required by North Dakota law.
• The principal office of the Partnership shall be located at [Address of Principal Office].

2. Name and Registered Agent

• The name of the Partnership shall be [Partnership Name].
• The registered agent for service of process in North Dakota shall be:
  • Option A: [Name of Registered Agent], located at [Address of Registered Agent].
  • Option B: The Partnership will act as its own registered agent, and the address of the registered office will be the same as the principal office: [Address of Principal Office].

3. Business Purpose and Scope

• The purpose of the Partnership is to engage in the following business: [Description of Business Purpose], and any other lawful activities related thereto, as permitted under North Dakota law.

4. Term

• The term of the Partnership shall commence on the effective date of this Agreement and shall continue until:
  • Option A: [Date of Termination].
  • Option B: Dissolved as provided in Section 16 of this Agreement.

5. Capital Contributions

• Each Partner shall contribute the following capital to the Partnership:
  • [Name of General Partner 1]: [Description of Contribution], valued at [Dollar Amount].
  • [Name of General Partner 2]: [Description of Contribution], valued at [Dollar Amount].
  • [Name of Limited Partner 1]: [Description of Contribution], valued at [Dollar Amount].
  • [Name of Limited Partner 2]: [Description of Contribution], valued at [Dollar Amount].
• Additional Capital Contributions:
  • Option A: No additional capital contributions will be required.
  • Option B: Additional capital contributions may be required upon the approval of a [Percentage]% vote of the General Partners. The amount and timing of such contributions will be determined by the General Partners.
  • Failure to make a required capital contribution shall result in: [Consequences of Failure to Contribute].

6. Partnership Interests and Allocation of Profits and Losses

• The percentage interest of each Partner in the Partnership is as follows:
  • [Name of General Partner 1]: [Percentage]%
  • [Name of General Partner 2]: [Percentage]%
  • [Name of Limited Partner 1]: [Percentage]%
  • [Name of Limited Partner 2]: [Percentage]%
• Profits and losses of the Partnership shall be allocated among the Partners in proportion to their respective percentage interests.
• Distributions of cash or other assets shall be made to the Partners in proportion to their respective percentage interests.
• Schedule K-1s for federal and North Dakota state tax filings will be issued to partners by [Date] each year.

7. Management

• The management and control of the Partnership shall be vested exclusively in the General Partners.
• The Limited Partners shall not participate in the management or control of the Partnership's business, consistent with North Dakota Century Code.
• Powers of General Partners: The General Partners shall have the power to: [List of Powers of General Partners, e.g., enter into contracts, manage finances, hire employees].
• Restrictions on General Partners:
  • Option A: None
  • Option B: The General Partners shall not: [List of Restrictions, e.g., sell partnership assets without approval, take on debt above a certain amount].

8. Voting

• Except as otherwise provided in this Agreement, all decisions requiring a vote of the Partners shall require the consent of:
  • Option A: A majority of the General Partners.
  • Option B: Unanimous consent of all General Partners.
  • Option C: A [Percentage]% vote of all Partners (General and Limited).
• The following matters shall require [Percentage]% vote of all partners:
  • Admission of new partners
  • Amendment of this agreement
  • Dissolution of the partnership
  • Major expenditures exceeding [Dollar Amount]
• Quorum: A quorum for any meeting of the Partners shall be [Percentage]% of the Partners.

9. Admission of New Partners

• New partners may be admitted to the Partnership only upon the unanimous consent of the General Partners and the consent of partners holding at least [Percentage]% of the limited partner interests.
• Any new partner shall execute a counterpart of this Agreement and agree to be bound by its terms.

10. Transfer of Partnership Interests

• No Partner may transfer or assign their Partnership interest without:
  • Option A: The unanimous written consent of all the other Partners.
  • Option B: The consent of the General Partners.
• Right of First Refusal: If a Partner desires to transfer their interest, the other Partners shall have a right of first refusal to purchase such interest. The price and terms shall be [Describe Price and Terms].

11. Withdrawal or Expulsion of a Partner

• A Partner may withdraw from the Partnership only upon:
  • Option A: [Number] days' prior written notice to the other Partners.
  • Option B: With unanimous written consent of the remaining partners.
• A Partner may be expelled from the Partnership for: [Reasons for Expulsion, e.g., breach of this Agreement, gross misconduct] by a [Percentage]% vote of the other partners.
• Upon withdrawal or expulsion, the withdrawing or expelled Partner shall be entitled to receive: [Terms of Buyout, e.g., fair market value, book value], as determined by [Valuation Method].

12. Liability and Indemnification

• The Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions, consistent with North Dakota law.
• The Partnership shall indemnify the General Partners, officers, and agents from any liability or expense incurred in connection with the Partnership's business, to the fullest extent permitted by North Dakota law.

13. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal office, in compliance with North Dakota law.
• Each Partner shall have the right to inspect and copy the Partnership's books and records during reasonable business hours.
• The Partnership shall prepare annual financial statements in accordance with:
  • Option A: Generally Accepted Accounting Principles (GAAP).
  • Option B: A cash basis of accounting.
• Audits of the partnership's financial records will be conducted by [Auditing Firm] every [Number] years.

14. Compliance

• The Partnership shall comply with all applicable federal, state, and local laws and regulations, including but not limited to filings with the North Dakota Secretary of State, maintenance of a registered agent, and payment of all required taxes.
• The Partnership will maintain all required insurance policies, including [Types of Insurance], to adequately protect the partnership and its assets.
• The partnership will comply with all applicable industry-specific regulations and licensing requirements in North Dakota, specifically including requirements for [List of Applicable Regulations and Licenses].

15. Default and Remedies

• An event of default shall occur if any Partner:
  • Breaches this Agreement.
  • Fails to make a required capital contribution.
  • Becomes bankrupt or insolvent.
• Upon the occurrence of an event of default, the non-defaulting Partners shall have the right to: [List of Remedies, e.g., sue for damages, expel the defaulting Partner].

16. Dissolution and Winding Up

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • The expiration of the term of the Partnership.
  • The unanimous agreement of the Partners.
  • An event of dissolution under North Dakota law.
  • Sale of all or substantially all of the partnership assets.
• Upon dissolution, the Partnership shall be wound up in accordance with North Dakota law. The assets of the Partnership shall be distributed in the following order: (1) to creditors, (2) to Partners in proportion to their capital accounts.

17. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Mediation in [City, State].
  • Option B: Binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
• This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota.
• Venue for any legal action arising from this agreement shall be in [County] County, North Dakota.

18. Amendments

• This Agreement may be amended only by a written instrument signed by all of the Partners, or by [Percentage]% of partners as allowed by North Dakota law. Any amendment affecting public records will be filed with the North Dakota Secretary of State.

19. Representations and Warranties

• Each Partner represents and warrants that they have the legal capacity and authority to enter into this Agreement.
• Each partner represents and warrants that their capital contribution is free and clear of all liens and encumbrances.

20. Tax Matters

• The Partnership shall be treated as a partnership for federal and state income tax purposes.
• The General Partners shall be responsible for preparing and filing all required tax returns.
• The partnership will elect to [Choose Tax Election, e.g., use the accrual method of accounting].

21. Anti-Money Laundering (AML) and Beneficial Ownership Reporting

• The partners will comply with all applicable federal and North Dakota anti-money laundering laws, including but not limited to "Know Your Customer" rules, beneficial ownership reporting requirements, and suspicious activity reporting.

22. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. To the extent any provision of this agreement is inconsistent with North Dakota law, that provision shall be automatically amended to comply with state law.

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

____________________________
[Name of General Partner 1]

____________________________
[Name of General Partner 2]

____________________________
[Name of Limited Partner 1]

____________________________
[Name of Limited Partner 2]

[Notarization blocks for each partner should be added here if required.]

Exhibit A: Initial Capital Contributions Schedule

Exhibit B: List of Partnership Assets