South Dakota limited partnership agreement template

South Dakota Limited Partnership Agreement

This South Dakota Limited Partnership Agreement (the "Agreement") is made and entered into as of [Date], by and among the parties listed below.

1. Parties

General Partner(s):

[Name], residing at [Address], Business Address: [Address], Contact Information: [Phone Number], [Email Address], signature:__________________________

[Name], residing at [Address], Business Address: [Address], Contact Information: [Phone Number], [Email Address], signature:__________________________

Limited Partner(s):

[Name], residing at [Address], Business Address: [Address], Contact Information: [Phone Number], [Email Address], signature:__________________________

[Name], residing at [Address], Business Address: [Address], Contact Information: [Phone Number], [Email Address], signature:__________________________

Each Partner’s status as a General or Limited Partner is hereby acknowledged and agreed upon. Partnership Admission Certificates or Registers will be maintained as required by SDCL § 48-7-103 and § 48-7-106.

2. Formation and Name

The parties hereby form a limited partnership under the laws of the State of South Dakota.

The name of the limited partnership shall be [Partnership Name] (the “Partnership”), complying with SDCL § 48-7-108.

3. Principal Office and Registered Agent

The principal office of the Partnership in South Dakota shall be located at [Address].

The registered agent of the Partnership in South Dakota shall be [Registered Agent Name], located at [Registered Agent Address].

4. Required State Filings

The General Partner(s) shall be responsible for filing the Certificate of Limited Partnership with the South Dakota Secretary of State and all subsequent amendments, as required by South Dakota law.

5. Business Purpose

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

Option A: The Partnership’s activities shall be limited to [Specific Restrictions].

Option B: The Partnership’s activities shall include, but not be limited to, [Examples of Activities].

6. Term and Dissolution

The term of the Partnership shall commence on [Start Date] and shall continue until:

Option A: [Specific End Date].

Option B: Dissolved as provided in Article [Article Number] or under SDCL § 48-7-701 and § 48-7-801.

Option C: Upon the occurrence of an event specified in Article [Article Number].

7. Management

The management and control of the Partnership shall be vested exclusively in the General Partner(s).

Option A: The General Partner(s) shall have the authority to appoint officers or managers to assist in the management of the Partnership. [List of Officer/Manager Titles and Responsibilities].

Option B: The General Partner(s) may delegate authority to [Specific Individuals or Entities].

Limitations on General Partner Power:

Option A: The General Partner(s) shall not have the authority to [Specific Limitations, e.g., incur debt over a certain amount without Limited Partner consent].

Option B: Any action listed in Section [Section Number] requires unanimous consent of all partners.

Limited Partners shall not participate in the management or control of the Partnership's business to preserve limited liability status under SDCL § 48-7-303.

Option A: Limited Partners shall have advisory roles as follows: [Description of Advisory Roles].

Option B: Limited Partners shall have voting rights on the following matters: [Description of Voting Rights].

8. Voting

The following shall apply to all Partner votes:

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

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

Supermajority: A supermajority vote of [Percentage] shall be required for the following actions: [List of Actions Requiring Supermajority].

Unanimous Consent: The following actions require unanimous consent of all partners: [List of Actions Requiring Unanimous Consent].

9. Capital Contributions

The initial capital contributions of each Partner shall be as follows:

[General Partner Name]: [Amount or Description of Contribution].

If contribution is in property or services, valuation procedure: [Description of Valuation].

[Limited Partner Name]: [Amount or Description of Contribution].

If contribution is in property or services, valuation procedure: [Description of Valuation].

Future Capital Contributions:

Option A: No future capital contributions shall be required.

Option B: Future capital contributions may be required upon a vote of [Percentage] of the General Partners. If a partner fails to contribute, [Description of Default Procedures].

Capital accounts shall be maintained in accordance with IRS and South Dakota rules.

10. Allocation of Profits and Losses

Profits and losses shall be allocated among the Partners in proportion to their respective capital contributions.

Option A: Profits and losses shall be allocated as follows: [Specific Allocation Percentages].

Option B: Profits and losses shall be allocated according to a schedule attached as Exhibit [Exhibit Letter].

11. Distributions

Cash distributions shall be made to the Partners as follows:

Option A: At the discretion of the General Partner(s), but no less frequently than [Frequency, e.g., quarterly].

Option B: According to the following schedule: [Distribution Schedule].

Distribution priorities:

First: To the repayment of any loans made by Partners to the Partnership.

Second: To the Partners in proportion to their respective capital accounts.

12. Tax Matters

The General Partner(s) shall be responsible for making all required state and federal tax filings, including generating K-1s and filing South Dakota partnership returns.

The Partnership shall make the following tax elections: [List of Tax Elections].

13. Admission of New Partners

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

The Certificate of Limited Partnership must be amended to reflect the admission of any new partner, and filed with the South Dakota Secretary of State.

14. Transfer of Interests

No Partner may transfer, sell, mortgage, pledge, or assign their interest in the Partnership without the prior written consent of [Percentage] of the other Partners.

Option A: The Partnership shall have a right of first refusal on any proposed transfer.

Option B: The transfer of interest is strictly prohibited.

15. Withdrawal, Retirement, Death, or Incapacity

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

The withdrawal, retirement, death, or incapacity of a General Partner shall result in:

Option A: Dissolution of the Partnership.

Option B: Continuation of the Partnership with the remaining General Partner(s), if any.

A Limited Partner may withdraw from the Partnership only as permitted by SDCL § 48-7-603.

16. Liability and Indemnification

General Partners shall be liable for the debts and obligations of the Partnership.

Limited Partners shall have limited liability as provided by SDCL § 48-7-303.

Indemnification:

The Partnership shall indemnify each Partner against any loss, damage, or expense incurred by reason of any act performed on behalf of the Partnership, except in cases of gross negligence, willful misconduct, or fraud. See SDCL § 48-7-306, § 48-7-403.

17. Prohibited Activities

No Partner shall engage in any activity that is detrimental to the interests of the Partnership.

Option A: Partners are prohibited from competing with the business of the Partnership.

Option B: The following transactions are prohibited: [List of Prohibited Transactions].

18. Conflicts of Interest

All Partners shall disclose any potential conflicts of interest to the other Partners.

Option A: Related-party transactions are prohibited.

Option B: Related-party transactions are permitted only with the approval of [Percentage] of the disinterested Partners.

19. Partnership Property

All property acquired by the Partnership shall be owned by the Partnership as an entity.

Option A: Any real property located in South Dakota must be recorded with the appropriate county register of deeds.

20. Dispute Resolution

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

First: Mandatory negotiation between the parties.

Second: If negotiation fails, mediation with a mutually agreed-upon mediator.

Third: If mediation fails, binding arbitration in accordance with the rules of the American Arbitration Association, conducted in [City, South Dakota].

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota.

21. Dissolution and Winding Up

Upon dissolution of the Partnership, the assets of the Partnership shall be distributed in the following order of priority:

First: To creditors of the Partnership, including Partner loans.

Second: To the Partners in proportion to their positive capital account balances.

The General Partner(s) shall act as liquidator of the Partnership. The liquidator shall file all necessary notices and filings with the South Dakota Secretary of State.

22. Books and Records

The Partnership shall maintain complete and accurate books and records at its principal office.

All Partners shall have access to the books and records of the Partnership in accordance with SDCL § 48-7-211 and § 48-7-405.

23. Insurance

The Partnership shall maintain the following insurance policies: [List of Insurance Policies, e.g., liability insurance, key person insurance].

24. Compliance with Laws

The Partnership shall comply with all applicable South Dakota partnership, business, banking, licensing, and tax laws.

25. Amendment

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

Any amendment that materially affects the rights of Limited Partners requires the consent of [Percentage] of the Limited Partners.

Amendments must be filed with the South Dakota Secretary of State, if required by law.

26. Sector-Specific Compliance

[Address specific sector compliance, e.g., Ranching/Agriculture Regulations: The Partnership shall comply with all applicable regulations of the South Dakota Department of Agriculture.]

27. Electronic Communications and Execution

This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that electronic signatures shall be treated as original signatures for all purposes of this agreement and shall be legally binding.

28. Confidentiality, Non-Competition, and Non-Solicitation

[Include specific clauses on Confidentiality, Non-Competition and Non-Solicitation if desired by the parties.]

29. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

30. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth in Section 1 of this Agreement.

31. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

32. Consents and Representations

[Include any necessary consents or representations for regulatory or state agency compliance, e.g., “Each Partner represents and warrants that they have the legal capacity to enter into this agreement.”]

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

_______________________________

[General Partner Name]

_______________________________

[General Partner Name]

_______________________________

[Limited Partner Name]

_______________________________

[Limited Partner Name]