Rhode Island limited partnership agreement template

Rhode Island Limited Partnership Agreement

This Rhode Island Limited Partnership Agreement (the “Agreement”) is made and effective as of [Effective Date], by and among the parties listed in Schedule A attached hereto.

Section 1. Formation and Name

The parties hereby form a limited partnership (the "Partnership") under the Rhode Island Uniform Limited Partnership Act, R.I. Gen. Laws § 7-13-101 et seq., as amended from time to time.

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

Section 2. Business Purpose

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

Option A: The Partnership shall have the power to do all things necessary or convenient to carry out its business and affairs as permitted by Rhode Island law.

Option B: The Partnership shall be limited to the activities expressly described above and shall not engage in any other business.

Section 3. Principal Place of Business and Registered Agent

The principal place of business of the Partnership shall be located at: [Address in Rhode Island].

The registered agent of the Partnership in Rhode Island is [Registered Agent Name], located at [Registered Agent Address in Rhode Island].

Section 4. Partners

The Partners of the Partnership are:

General Partners: [General Partner Name(s) and Address(es)]

Limited Partners: [Limited Partner Name(s) and Address(es)]

The General Partners shall have all the rights and obligations as set forth under Rhode Island law for general partners in a limited partnership, including but not limited to R.I. Gen. Laws § 7-13-403.

The Limited Partners shall have the rights and limitations as set forth under Rhode Island law for limited partners, including but not limited to R.I. Gen. Laws § 7-13-303, and shall not participate in the control of the business.

Section 5. Capital Contributions

Each Partner shall contribute to the capital of the Partnership the amount set forth opposite their name in Schedule A attached hereto.

Option A: All contributions shall be made in cash.

Option B: Contributions may be made in cash, property, or services, as agreed upon by the General Partners. The fair market value of any property or services contributed shall be determined as of the date of contribution and shall be listed in Schedule A.

Failure to contribute as agreed will result in [Consequences of Failure to Contribute], as permitted by Rhode Island law.

Section 6. Allocation of Profits and Losses

Profits and losses of the Partnership shall be allocated among the Partners in proportion to their percentage of ownership as listed in Schedule A.

Option A: Notwithstanding the above, profits and losses shall be allocated as follows: [Specific Allocation Formula].

All allocations shall comply with Section 704(b) of the Internal Revenue Code and applicable Rhode Island tax laws.

Section 7. Distributions

Distributions of cash or other assets of the Partnership shall be made to the Partners in proportion to their percentage of ownership as listed in Schedule A.

Option A: Distributions shall be made at least [Frequency of Distributions].

Option B: Distributions shall be made at the discretion of the General Partners, subject to applicable Rhode Island law.

Section 8. Management

The General Partners shall have the exclusive right and responsibility to manage the business and affairs of the Partnership.

The General Partners shall have the authority to bind the Partnership in all matters relating to its business.

The Limited Partners shall have no right to participate in the management or control of the Partnership, except as otherwise provided by Rhode Island law.

Section 9. Partner Meetings

Meetings of the Partners shall be held at least [Frequency of Meetings].

Notice of meetings shall be given at least [Number] days prior to the meeting.

A quorum for any meeting shall consist of [Percentage or Number] of the Partners.

Option A: Voting shall be based on percentage of ownership.

Option B: Each Partner shall have one vote.

Section 10. Admission of New Partners

New Partners may be admitted to the Partnership only with the unanimous consent of the existing General Partners and [Percentage or Number] of the Limited Partners.

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

Section 11. Transfer of Partnership Interests

No Partner may transfer, assign, or encumber their interest in the Partnership without the prior written consent of the General Partners and [Percentage or Number] of the Limited Partners.

Option A: The Partnership shall have a right of first refusal to purchase any interest proposed to be transferred.

Option B: Any attempted transfer in violation of this section shall be void.

Section 12. Withdrawal or Expulsion of Partners

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

A Partner may be expelled from the Partnership for [Reasons for Expulsion] by a vote of [Percentage or Number] of the other Partners.

Upon withdrawal or expulsion, the departing Partner shall be entitled to receive [Buyout Formula or Valuation Method] for their interest in the Partnership, subject to Rhode Island law.

Section 13. Indemnification

The Partnership shall indemnify the General Partners against any and all losses, claims, damages, liabilities, and expenses arising out of their management of the Partnership, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the General Partner’s gross negligence or willful misconduct.

The Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions, except as otherwise provided by Rhode Island law.

Section 14. Records and Accounting

The Partnership shall maintain complete and accurate books and records of its business at its principal place of business.

All Partners shall have the right to inspect and copy the Partnership's books and records.

The Partnership shall prepare annual financial statements in accordance with generally accepted accounting principles.

Section 15. Dissolution

The Partnership shall dissolve upon the occurrence of any of the following events:

The expiration of its term, if any.

The unanimous agreement of all Partners.

An event causing dissolution under R.I. Gen. Laws § 7-13-801.

Upon dissolution, the assets of the Partnership shall be distributed in accordance with Rhode Island law.

Section 16. Amendment

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

Any amendment requiring a filing with the Rhode Island Secretary of State shall be filed in a timely manner.

Section 17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Rhode Island.

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

The laws of the State of Rhode Island shall govern the interpretation and enforcement of this Agreement, and exclusive venue shall be in [County Name] County, Rhode Island.

Section 18. Term

Option A: The term of the Partnership shall be [Number] years, commencing on the Effective Date.

Option B: The term of the Partnership shall be perpetual, unless sooner dissolved as provided herein.

Section 19. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, certified or registered, postage prepaid, addressed to the party at the address set forth in Schedule A. Electronic communication is permitted where specifically consented to in writing.

Section 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.

Section 21. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Section 22. 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.

Section 23. 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. Electronic signatures are permitted.

Section 24. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns, subject to the restrictions on transfer set forth herein and under Rhode Island law.

Section 25. Tax Matters

The partnership's fiscal year shall end on [Date, e.g., December 31].

The tax matters partner/partnership representative shall be [Name of Partner].

The Partnership shall provide Schedule K-1s to each partner annually, complying with all Rhode Island Department of Revenue requirements. The Partnership must stringently adhere to Rhode Island state tax withholding requirements for nonresident partners.

Schedule A: Partners and Capital Contributions

Partner Name	Address	Type (General/Limited)	Initial Capital Contribution	Percentage of Ownership
[Partner 1 Name]	[Partner 1 Address]	[Type]	[Dollar Amount]	[Percentage]%
[Partner 2 Name]	[Partner 2 Address]	[Type]	[Dollar Amount]	[Percentage]%
[Partner 3 Name]	[Partner 3 Address]	[Type]	[Dollar Amount]	[Percentage]%

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

[General Partner Name]

[Limited Partner Name]

[Limited Partner Name]