South Carolina limited partnership agreement template

South Carolina Limited Partnership Agreement

This South Carolina Limited Partnership Agreement (the "Agreement") is made and entered into as of this [Date], by and among the parties listed below, intending to be legally bound.

1. Parties

General Partner(s):

• [Name of General Partner 1], a [Type of Entity, e.g., Corporation], with a mailing address of [Address of General Partner 1], and a South Carolina registered agent of [Name and Address of Registered Agent], and a Tax Identification Number (TIN) of [TIN].
• [Name of General Partner 2], a [Type of Entity, e.g., Individual], with a mailing address of [Address of General Partner 2], and a Social Security Number (SSN) or TIN of [SSN/TIN].

Limited Partner(s):

• [Name of Limited Partner 1], a [Type of Entity, e.g., Individual], with a mailing address of [Address of Limited Partner 1], and a Social Security Number (SSN) or TIN of [SSN/TIN].
• [Name of Limited Partner 2], a [Type of Entity, e.g., LLC], with a mailing address of [Address of Limited Partner 2], and a South Carolina registered agent of [Name and Address of Registered Agent], and a Tax Identification Number (TIN) of [TIN].

2. Initial Capital Contributions

• [Name of General Partner 1] shall contribute [Dollar Amount] in cash.
  • Source of Funds: [Source Description]
  • Timing: [Date or Event]
• [Name of Limited Partner 1] shall contribute [Description of Asset], valued at [Dollar Amount].
  • Valuation Method: [Description of Method]
  • Timing: [Date or Event]
• Future Contributions:
  • Option A: No future contributions shall be required.
  • Option B: Future contributions may be required as determined by a [Percentage]% vote of the General Partners.
    • Default: Failure to contribute will result in [Penalty, e.g., dilution of ownership].

3. Ownership Percentages

Ownership percentages are based on the ratio of each Partner's total capital contribution to the total capital contributed by all Partners.

• [Name of General Partner 1]: [Percentage]%
• [Name of Limited Partner 1]: [Percentage]%

4. Business Purpose, Scope, and Term

The purpose of the Partnership is to [Detailed Description of Business Purpose], and shall be conducted within the scope allowed by South Carolina Code Title 33 Chapter 42.

Principal Place of Business: [Address in South Carolina]

Term:

• Option A: Perpetual.
• Option B: Fixed term of [Number] years, commencing on [Date].
• Option C: Until the occurrence of [Specific Event].

5. Rights and Duties of General Partners

• Exclusive management authority over the Partnership.
• Limitations:
  • Option A: No limitations.
  • Option B: Actions requiring unanimous consent: [List of Actions].
  • Option C: Actions requiring majority consent: [List of Actions].

6. Roles and Responsibilities of Limited Partners

Limited Partners shall have no management authority or control over the Partnership.

Prohibited activities: Participating in the day-to-day management of the business.

Access to information: Limited Partners shall have access to partnership books and records as protected by South Carolina law.

7. Meetings of Partners

• Frequency:
  • Option A: No regular meetings required.
  • Option B: Annual meetings to be held on [Date/Month].
• Notice: [Number] days' written notice.
• Quorum: [Percentage]% of partnership interests.
• Voting Threshold: [Percentage]% of partnership interests.

8. Profit and Loss Allocations

Profits and losses shall be allocated according to ownership percentages.

• Option A: Pro rata according to ownership percentages.
• Option B: Profits allocated pro rata; losses allocated [Specific Allocation Method].

Tax Distributions:

• Option A: Tax distributions will be made to cover estimated tax liabilities.
• Option B: No tax distributions will be made.

9. Accounting Policies

Fiscal Year: [Start Date] to [End Date]

Maintenance of records: Records shall be maintained at the Principal Place of Business in South Carolina.

Schedule K-1 Forms: To be distributed by [Date] each year.

Partnership Representative: [Name of Partner].

10. Admittance of New Partners

New partners may be admitted with the consent of [Percentage]% of the existing partners.

Buy-in terms: [Description of Terms]

State filing requirements: Amendment of Partnership Certificate with South Carolina Secretary of State.

11. Restrictions on Transfer of Partnership Interests

No partner may transfer their interest without the consent of [Percentage]% of the other partners.

Right of First Refusal: The Partnership shall have the right of first refusal to purchase any interest offered for transfer.

Buyout Triggers:

• Death: [Description of Buyout Terms]
• Bankruptcy: [Description of Buyout Terms]

12. Withdrawal and Expulsion

• Withdrawal:
  • Option A: Limited partners may not withdraw except as permitted by SC Code §33-42-620.
  • Option B: Partners may withdraw with [Number] days' written notice.
• Expulsion: A partner may be expelled for [Cause, e.g., misconduct] by a vote of [Percentage]% of the other partners.

13. Liability Provisions

Limited partners shall have no management authority or control.

Disclaimers: Limited partners are not responsible for debts beyond their capital contributions.

Indemnification: Partners shall be indemnified as permitted by the South Carolina Uniform Limited Partnership Act.

14. Indemnification

General Partners and Limited Partners shall be indemnified as allowed under the South Carolina Uniform Limited Partnership Act against any losses, damages, or liabilities arising from their activities on behalf of the Partnership, subject to the limitations set forth in the Act. Indemnification includes defense costs and advances, but excludes acts of gross negligence, willful misconduct, or breach of fiduciary duty.

15. Amendment of Agreement

This Agreement may be amended by a written instrument signed by [Percentage]% of the partners.

State filing requirements: Any amendment affecting public record must be filed with the South Carolina Secretary of State.

16. Regulatory Compliance

This Partnership shall comply with all applicable South Carolina regulations, including but not limited to [List Specific Regulations if Applicable].

17. Dispute Resolution

Any dispute shall be resolved through mediation in [City, South Carolina].

If mediation fails, the dispute shall be resolved through binding arbitration in [City, South Carolina].

Choice of Law: This Agreement shall be governed by the laws of the State of South Carolina.

18. Dissolution

Dissolution events as per SC Code §33-42-1201: expiration of term, written consent, judicial decree, withdrawal of sole general partner, or specified business goal.

Winding-up: The General Partners shall wind up the affairs of the Partnership.

Distribution: Assets shall be distributed according to South Carolina statutory rules.

19. Final Accounting and Record Retention

A final accounting shall be prepared upon dissolution as mandated by South Carolina law. Records will be retained for [Number] years.

20. Reporting, Filing, and Compliance Obligations

Biennial report filings with the South Carolina Secretary of State.

Compliance with South Carolina Department of Revenue requirements.

21. Notice

All notices shall be in writing and delivered to the addresses listed in Section 1.

Electronic delivery is permitted.

22. Power of Attorney

Each Limited Partner hereby grants a power of attorney to [Name of General Partner] to execute documents on behalf of the Partnership for government filings and business operations within the state.

23. Representations and Warranties

Each partner warrants that they have the authority to enter into this Agreement.

24. Waiver, Severability, Integration, and Counterparts

Waiver: No waiver of any provision shall be effective unless in writing.

Severability: If any provision is held invalid, the remaining provisions shall remain in effect.

Integration: This Agreement constitutes the entire agreement between the parties.

Counterparts: This Agreement may be executed in counterparts.

25. Emergency Management or Continuity Plans

In the event of a disaster, the General Partner(s) will [Describe Actions].

26. Governing Law

This Agreement is governed by and shall be construed in accordance with the South Carolina Uniform Limited Partnership Act.

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]