Tennessee limited partnership agreement template

Tennessee Limited Partnership Agreement

This TENNESSEE LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is made and effective as of [Effective Date], by and among the parties listed below.

1. Formation of Limited Partnership

• The parties hereby form a limited partnership (the "Partnership") under the Tennessee Revised Uniform Limited Partnership Act (TRULPA), T.C.A. § 61-2-101 et seq., as amended from time to time.
• The name of the Partnership shall be [Partnership Name as Registered with TN Secretary of State].
• Option A: The Partnership shall file a Certificate of Limited Partnership with the Tennessee Secretary of State as required by law.
• Option B: The General Partner(s) shall be responsible for filing a Certificate of Limited Partnership with the Tennessee Secretary of State as required by law.
• The registered agent for service of process in Tennessee shall be [Registered Agent Name], with a street address of [Registered Agent Street Address, City, State, Zip Code].

2. Partners

• The Partners of the Partnership are as follows:
• General Partner(s):
• [General Partner 1 Name], residing at [General Partner 1 Address, City, State, Zip Code].
• [General Partner 2 Name], residing at [General Partner 2 Address, City, State, Zip Code].
• Limited Partner(s):
• [Limited Partner 1 Name], residing at [Limited Partner 1 Address, City, State, Zip Code].
• [Limited Partner 2 Name], residing at [Limited Partner 2 Address, City, State, Zip Code].

3. Capital Contributions

• Each Partner shall contribute capital to the Partnership as follows:
• General Partner(s):
• [General Partner 1 Name]: [Dollar Amount].
• [General Partner 2 Name]: [Dollar Amount].
• Limited Partner(s):
• [Limited Partner 1 Name]: [Dollar Amount].
• [Limited Partner 2 Name]: [Dollar Amount].
• Option A: Initial capital contributions shall be made on or before [Date].
• Option B: Capital contributions shall be made according to the schedule set forth in Exhibit A.
• Additional Capital Calls:
• Option A: The General Partner(s) may make additional capital calls as needed.
• Option B: Additional capital calls require approval of partners holding a [Percentage]% interest in the Partnership.
• Default on Capital Calls:
• Option A: Failure to meet a capital call shall result in dilution of the defaulting Partner's interest.
• Option B: The Partnership may pursue legal remedies against a defaulting Partner.

4. Purpose and Term

• The purpose of the Partnership is to engage in the following business: [Detailed Description of Business Purpose and Activities].
• The principal place of business of the Partnership is located at [Street Address, City, State, Zip Code] in Tennessee.
• Option A: The term of the Partnership shall be [Number] years, commencing on the effective date of this Agreement.
• Option B: The Partnership shall have perpetual existence unless sooner terminated as provided herein.

5. Rights, Powers, and Obligations of General Partners

• General Partners shall have full and exclusive control of the management and operation of the Partnership's business, subject to the limitations below.
• Specific Powers: The General Partners shall have the authority to:
• Enter into contracts on behalf of the Partnership.
• Borrow money on behalf of the Partnership.
• Hire and fire employees.
• Limitations on Authority: The General Partners shall not:
• Incur debt in excess of [Dollar Amount] without the consent of partners holding a [Percentage]% interest in the Partnership.
• Approve new business lines that are not directly related to [Specify Related Business] without the consent of partners holding a [Percentage]% interest in the Partnership.
• Transact with affiliates without full disclosure and approval of partners holding a [Percentage]% interest in the Partnership.

6. Rights and Status of Limited Partners

• Limited Partners shall not participate in the day-to-day management or control of the Partnership's business. [This provision is critical to maintaining limited liability under Tennessee law.]
• Rights of Limited Partners:
• To receive information and reports regarding the Partnership's business and financial condition.
• To inspect the Partnership's books and records upon reasonable notice.
• To vote on major decisions as specified in this Agreement.
• Major Decision Voting:
• Major decisions requiring Limited Partner vote include: [List of Major Decisions, e.g., sale of substantially all assets, dissolution].
• Approval of major decisions requires a vote of [Percentage]% of the Limited Partner interests.

7. Partner Meetings and Voting

• Regular partner meetings shall be held [Frequency, e.g., annually].
• Special meetings may be called by the General Partner(s) or by Limited Partners holding at least [Percentage]% of the Limited Partner interests.
• Quorum: A quorum for any partner meeting shall consist of partners holding at least [Percentage]% of the total partnership interests.
• Voting Thresholds:
• Ordinary matters: Majority vote of those present and voting.
• Major decisions (as defined above): [Percentage]% of the total partnership interests.
• Tie-Break Procedures:
• Option A: The General Partner(s) shall have the deciding vote in the event of a tie.
• Option B: The matter shall be submitted to binding arbitration.
• Proxy Voting:
• Option A: Proxy voting is permitted.
• Option B: Proxy voting is not permitted.
• Meeting Minutes: Minutes of all partner meetings shall be recorded and maintained by [Responsible Party].

8. Allocation of Profits and Losses and Distributions

• Profits and losses shall be allocated among the Partners in proportion to their respective capital contributions.
• Option A: Distributions shall be made pro rata based on percentage of capital contribution.
• Option B: Distributions shall be made according to the following waterfall: [Detailed Waterfall Structure].
• Distributions shall be made [Frequency, e.g., quarterly].
• Priority of Distributions:
• First: Return of Capital.
• Second: Profits.

9. Tax Matters

• The "Partnership Representative" for IRS purposes shall be [Name of Partnership Representative]. [This designation is critical under current IRS rules.]
• The Tax Partner shall be responsible for preparing and filing all necessary tax returns.
• Partners shall receive Schedule K-1s annually.
• The Partnership shall comply with all state and federal tax filing obligations, including registration with the Tennessee Department of Revenue.
• All elections and consents regarding partnership tax status shall be made by the General Partner(s).
• Tennessee State and local tax obligations will be apportioned according to [Apportionment Method].

10. Admission of New Partners

• New partners may be admitted to the Partnership only with the unanimous consent of the existing partners.
• Admission of a new partner requires:
• Amendment to the Certificate of Limited Partnership with the Tennessee Secretary of State.
• Execution of this Agreement by the new partner.

11. Transfer of Partnership Interests

• No partner may transfer, assign, sell, or encumber their partnership interest without the prior written consent of the other partners.
• Right of First Refusal: The other partners shall have a right of first refusal to purchase the transferring partner's interest.
• Permissible Transferees:
• Option A: Transfers are permitted to immediate family members.
• Option B: Transfers are permitted to entities controlled by the partner.
• Substituted Partners: A transferee shall only be recognized as a substituted partner if [Conditions, e.g., unanimous consent of existing partners] are met. [This provision relates directly to Tennessee law on substituted limited partners.]
• Withdrawal, Removal, Bankruptcy, Incapacity: [Detailed procedures for handling these events].

12. Liability Protections and Indemnification

• Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions, except as provided by TRULPA. [This restates the fundamental principle of limited liability under Tennessee law.]
• Safe Harbor: Limited Partners’ actions described in T.C.A. § 61-2-303(b) are understood not to constitute participation in the control of the business of the limited partnership.
• Indemnification: The Partnership shall indemnify its partners, agents, and employees to the fullest extent permitted by Tennessee law.
• Insurance: The Partnership shall maintain adequate insurance coverage to protect against potential liabilities.

13. Representations and Warranties

• Each Partner represents and warrants that they have the authority to enter into this Agreement.
• Each Partner represents and warrants that their investment is for their own account and not with a view to distribution in violation of any securities laws.
• Each Partner represents and warrants that entering into this Agreement does not violate any other agreement to which they are a party.
• Each Partner represents and warrants they are knowledgeable with Tennessee’s securities regulations.

14. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:
• First: Internal negotiation among the partners.
• Second: Mediation.
• Third: Binding arbitration in accordance with the rules of the American Arbitration Association.
• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The courts of Tennessee shall have exclusive jurisdiction over any disputes arising under this Agreement.

15. Books and Records

• The Partnership shall maintain complete and accurate books and records at its principal place of business in Tennessee.
• The General Partner(s) shall be responsible for maintaining the Partnership's books and records.
• Partners shall have the right to access and inspect the Partnership's books and records upon reasonable notice.
• The Partnership shall comply with all Tennessee record-keeping statutes.

16. Regulatory Compliance

• The Partnership shall comply with all applicable federal, state, and local laws and regulations, including any industry-specific licensing or permitting requirements in Tennessee.
• [Specific industry related licensure and compliance obligations].

17. Dissolution and Winding Up

• The Partnership may be dissolved upon the occurrence of any of the following events: [List of Dissolution Events].
• Upon dissolution, the Partnership shall be wound up in accordance with the provisions of TRULPA.
• Assets shall be distributed as follows:
• First: To creditors of the Partnership.
• Second: To partners in proportion to their capital accounts.
• The liquidator shall file all required notices with the Tennessee Secretary of State.

18. Insurance Obligations and Risk Management

• The Partnership will maintain insurance in amounts and of the types consistent with standard business practices for similar Tennessee based entities in the same line of business, and in compliance with all Tennessee regulations for the Partnership's line of work.

19. Miscellaneous

• Amendment: This Agreement may be amended only by a written instrument signed by all of the partners. Any amendment requiring filing with the Tennessee Secretary of State must be filed promptly.
• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Notices: All notices required or permitted 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 address of the party set forth in this Agreement.
• Assignment: This Agreement may not be assigned by any partner without the prior written consent of all the other partners.

20. Confidentiality, Non-Compete, and Non-Solicitation

• Confidentiality: Each partner agrees to maintain the confidentiality of all confidential information relating to the Partnership.
• Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, each partner agrees not to compete with the Partnership within [Geographic Area].
• Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, each partner agrees not to solicit the employees or customers of the Partnership.

21. Compliance with Tennessee Law

• This Agreement is intended to comply with all provisions of the Tennessee Revised Uniform Limited Partnership Act (TRULPA).
• The Partnership shall comply with all Tennessee Department of Revenue rules for franchise and excise taxes.
• The Partnership shall comply with any applicable state withholding tax on nonresident partners.
• Foreign (out-of-state) partners shall register with the Tennessee Secretary of State if doing business in Tennessee.

22. Local Practices

• The Partnership shall comply with all applicable local business registration renewals and required business licenses in the jurisdictions where it operates in Tennessee.

23. Humanitarian or Diversity/Equality Provisions

• [Insert if applicable: Diversity, equality, and inclusion policies that are in place to reflect the state's regulatory and contracting priorities.]

SIGNATURE BLOCKS

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

General Partner 1:

____________________________

[General Partner 1 Name]

STATE OF TENNESSEE

COUNTY OF [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [General Partner 1 Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

____________________________

Notary Public

My commission expires: [Date]

General Partner 2:

____________________________

[General Partner 2 Name]

STATE OF TENNESSEE

COUNTY OF [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [General Partner 2 Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

____________________________

Notary Public

My commission expires: [Date]

Limited Partner 1:

____________________________

[Limited Partner 1 Name]

STATE OF TENNESSEE

COUNTY OF [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [Limited Partner 1 Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

____________________________

Notary Public

My commission expires: [Date]

Limited Partner 2:

____________________________

[Limited Partner 2 Name]

STATE OF TENNESSEE

COUNTY OF [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [Limited Partner 2 Name], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

____________________________

Notary Public

My commission expires: [Date]