Ohio limited partnership agreement template

OHIO LIMITED PARTNERSHIP AGREEMENT

(Pursuant to Ohio Revised Code Chapter 1782)

This OHIO LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below as General Partners and Limited Partners.

1. FORMATION

The parties hereby form a limited partnership (the “Partnership”) under the provisions of Chapter 1782 of the Ohio Revised Code, as amended from time to time (the “Act”).

The name of the Partnership shall be [Partnership Name].

The Partnership's registered office in Ohio shall be located at [Ohio Address].

The Partnership's registered agent in Ohio shall be [Agent Name], located at [Agent Address].

2. PARTNERS

General Partners:

[General Partner 1 Name], residing at [General Partner 1 Address], Citizen of [Country]

[General Partner 2 Name], residing at [General Partner 2 Address], Citizen of [Country]

Limited Partners:

[Limited Partner 1 Name], residing at [Limited Partner 1 Address], Citizen of [Country]

[Limited Partner 2 Name], residing at [Limited Partner 2 Address], Citizen of [Country]

3. BUSINESS PURPOSE AND TERM

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

Option A: The term of the Partnership shall commence on the date hereof and shall continue perpetually unless sooner terminated as provided herein.

Option B: The term of the Partnership shall commence on the date hereof and shall continue until [Date], unless sooner terminated as provided herein.

4. CAPITAL CONTRIBUTIONS

Initial Contributions:

[General Partner 1 Name]: [Dollar Amount] (Cash)

[General Partner 2 Name]: [Description of Non-Cash Asset] (Valued at [Dollar Amount])

[Limited Partner 1 Name]: [Dollar Amount] (Cash)

[Limited Partner 2 Name]: [Description of Non-Cash Asset] (Valued at [Dollar Amount])

Additional Contributions:

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

Option B: Additional capital contributions may be required upon the affirmative vote of the General Partners and [Percentage] of the Limited Partners.

Failure to Contribute: If a Partner fails to make a required additional contribution, the other Partners shall have the option to:

Option 1: Loan the required funds to the defaulting Partner at an interest rate of [Percentage].

Option 2: Reduce the defaulting Partner's percentage ownership interest in proportion to the amount of the deficiency.

Ownership Interest: The percentage ownership interest of each Partner shall be proportionate to their respective capital contributions as follows:

[General Partner 1 Name]: [Percentage]%

[General Partner 2 Name]: [Percentage]%

[Limited Partner 1 Name]: [Percentage]%

[Limited Partner 2 Name]: [Percentage]%

5. MANAGEMENT

Management and Control: 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 Ohio Revised Code 1782.23-.26.

Authority of General Partners: The General Partners shall have full power and authority to take any and all actions necessary or appropriate to conduct the Partnership's business.

Limitations on Limited Partners: Limited Partners shall not have the authority to bind the Partnership or act on its behalf in any way that would jeopardize their limited liability status under Ohio law.

6. VOTING RIGHTS AND PROCEDURES

Major Decisions: The following actions shall require the approval of [Percentage]% of the General Partners and [Percentage]% of the Limited Partners:

Admission of new partners

Mergers or consolidations

Loans exceeding [Dollar Amount]

Changes in the Partnership's business purpose

Dissolution of the Partnership

Meeting Procedures:

Meetings of the Partners may be called by any General Partner upon [Number] days' written notice.

A quorum for any meeting shall consist of General Partners representing [Percentage]% of the General Partners’ interest, and Limited Partners representing [Percentage]% of the Limited Partners’ interest.

Action may be taken by written consent of the Partners without a meeting, provided such consent is signed by the required percentage of Partners as specified herein.

7. ADMISSION OF NEW PARTNERS

New Partners may be admitted to the Partnership only upon the unanimous written consent of all existing General Partners and [Percentage]% of the Limited Partners.

Any new Partner shall execute a counterpart of this Agreement and shall be bound by all the terms and conditions hereof.

Admission of a new partner requires an amendment to the Certificate of Limited Partnership filed with the Ohio Secretary of State as required by Ohio law.

8. TRANSFER OF PARTNERSHIP INTERESTS

No Partner may transfer or assign all or any portion of their Partnership interest without the prior written consent of the General Partners and [Percentage]% of the Limited Partners.

Right of First Refusal: Before any Partner may transfer or assign their Partnership interest, they must first offer the interest to the other Partners at the same price and terms offered to the proposed transferee.

Trigger Events:

Death, disability, or bankruptcy of a Partner shall trigger an option for the remaining Partners to purchase the departing Partner's interest, as determined by the buyout provisions outlined below.

Buyout Provisions: The purchase price for a departing Partner's interest shall be determined by [Valuation Method].

9. ALLOCATION OF PROFITS AND LOSSES

Profits and losses of the Partnership shall be allocated to the Partners in proportion to their respective percentage ownership interests. This allocation is intended to comply with applicable Ohio and federal tax laws.

Distributions shall be made to the Partners at such times and in such amounts as the General Partners may determine, but no less frequently than [Frequency].

Tax Distributions: The General Partners shall use reasonable efforts to make distributions to the Partners sufficient to cover their estimated tax liabilities arising from their respective shares of the Partnership's income.

Partnership Representative: The Partnership Representative for federal tax purposes shall be [Name of Partner or Individual].

10. TAX MATTERS

The Partnership shall comply with all applicable Ohio state partnership tax requirements.

The General Partners shall be responsible for the preparation and filing of all necessary tax returns, including federal, Ohio state, and local/municipal returns (if applicable).

K-1 statements shall be provided to each Partner annually.

The General Partners shall represent the Partnership in any tax audits.

11. INDEMNIFICATION AND LIABILITY

Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their invested and committed capital, consistent with Ohio Revised Code 1782.21-.26.

The Partnership shall indemnify and hold harmless the General Partners, Limited Partners, and partnership agents to the fullest extent permitted by Ohio law.

12. RESTRICTIONS AND DISCLOSURES

To avoid jeopardizing their limited liability status, Limited Partners shall disclose to the General Partners any instances in which they act as contractors, employees, advisors, or sureties to the Partnership. The General Partners must approve such activities in writing.

13. DISSOLUTION

Upon dissolution, the assets of the Partnership shall be distributed in the following order of priority, complying with Ohio statutory requirements:

Payment of debts and obligations to creditors (including Partner loans).

Repayment of Partner loans.

Return of capital contributions to the Partners.

Distribution of remaining property to the Partners in proportion to their respective percentage ownership interests.

Voluntary dissolution may be initiated upon the affirmative vote of the General Partners and [Percentage]% of the Limited Partners.

Involuntary dissolution may occur upon the death, bankruptcy, or resignation of a General Partner, subject to the terms outlined in Section 15.

Upon dissolution, the General Partners shall wind up the affairs of the Partnership in accordance with Ohio law.

14. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

First, the parties shall attempt to resolve the dispute through good faith negotiation.

If negotiation fails, the parties shall submit the dispute to mediation in [City, Ohio].

If mediation fails, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association in Ohio.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. The courts of Ohio shall have jurisdiction over any legal proceedings relating to this Agreement.

15. PARTNER WITHDRAWAL/RESIGNATION

A Partner may withdraw or resign from the Partnership upon [Number] days' written notice to the other Partners.

Withdrawal or resignation by a General Partner may trigger dissolution of the Partnership, unless the remaining Partners agree to continue the Partnership.

A Partner's withdrawal or resignation shall be subject to the buyout provisions outlined in Section 8.

16. PARTNER LOANS

Any loans made by a Partner to the Partnership shall be documented in writing and shall bear interest at a rate of [Percentage]%.

Such loans shall be repaid prior to the return of capital contributions upon liquidation.

17. SUCCESSION PLANNING

In the event of the death, disability, or resignation of a General Partner, the remaining General Partners shall have the right to appoint a successor General Partner. If there are no remaining General Partners, the Limited Partners may appoint a successor General Partner with the consent of [Percentage]% of the Limited Partner interests.

Any change in General Partners must be reflected in an amendment to the Certificate of Limited Partnership filed with the Ohio Secretary of State.

18. INSURANCE

The Partnership shall maintain such insurance as is necessary to protect its assets and business, including [Types of Insurance].

The Partnership shall maintain professional liability insurance if the Partnership is engaged in a professional service industry.

19. REGULATORY COMPLIANCE

The Partnership shall comply with all applicable anti-money laundering, know-your-customer, and other regulatory requirements.

The partnership will adhere to Ohio’s securities regulations when issuing partnership interests.

The Partnership will adhere to all applicable industry-specific regulations.

20. RECORDS AND REPORTING

The Partnership shall maintain accurate and complete records of its business activities at its principal office in Ohio.

The records shall be available for inspection by the Partners upon reasonable notice.

The Partnership shall file an annual report with the Ohio Secretary of State, as required by Ohio law.

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

____________________________ [General Partner 1 Name]
____________________________ [General Partner 2 Name]
____________________________ [Limited Partner 1 Name]
____________________________ [Limited Partner 2 Name]