Texas limited partnership agreement template

Texas Limited Partnership Agreement

This TEXAS 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.

This Agreement shall be governed by and construed in accordance with the Texas Business Organizations Code (“BOC”) and all other applicable laws of the State of Texas and the United States of America.

Parties

General Partner(s): [Name], residing at [Address]; [Name], residing at [Address]. If an entity, state the legal name, entity type, and address: [Entity Name], [Entity Type], [Address].

Limited Partner(s): [Name], residing at [Address]; [Name], residing at [Address]. If an entity, state the legal name, entity type, and address: [Entity Name], [Entity Type], [Address].

Formation and Name

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

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

Option A: The partnership shall file a Certificate of Formation with the Texas Secretary of State.

Option B: The partners authorize the General Partner to file a Certificate of Formation with the Texas Secretary of State.

Registered Agent and Principal Office

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

The principal office of the Partnership is located at [Principal Office Address].

Option A: The General Partner may change the registered agent or the principal office from time to time by filing notice with the Texas Secretary of State.

Option B: Any change to the registered agent or principal office requires unanimous consent of all partners.

Purpose and Term

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

The Partnership is authorized to engage in any activity necessary or incidental to the foregoing business purpose, subject to limitations outlined herein.

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

Option B: The term of the Partnership shall commence on the Effective Date and continue for a term of [Number] years unless sooner terminated as provided herein.

Capital Contributions

Each Partner shall contribute to the capital of the Partnership the amount set forth below:

General Partner [Name]: [Dollar Amount].

Limited Partner [Name]: [Dollar Amount].

Option A: Additional capital contributions may be required from time to time upon the affirmative vote of the General Partners.

Option B: Additional capital contributions may be required from time to time upon the affirmative vote of partners holding at least [Percentage]% of the partnership interests.

Any Partner failing to make a required capital contribution shall be subject to the following consequences: [Consequences].

Capital accounts shall be maintained for each partner in accordance with applicable Texas law and Internal Revenue Code regulations.

Management

The management of the Partnership shall be vested solely in the General Partner(s). Limited Partners shall not participate in the management of the Partnership.

The General Partner(s) shall have the authority to make all decisions regarding the business and affairs of the Partnership.

Option A: Voting rights shall be allocated to the General Partners in proportion to their percentage of ownership of the Partnership.

Option B: Each General Partner shall have one vote.

The following actions shall require the consent of partners holding at least [Percentage]% of the partnership interests:

Merger or consolidation of the Partnership.

Dissolution of the Partnership.

Admission of a new General Partner.

Amendment of this Agreement.

Admission of New Partners

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

New Limited Partners may be admitted to the Partnership upon the approval of the General Partner(s).

Option A: Any new Partner shall be required to execute a counterpart of this Agreement.

Option B: New partners are admitted only after contributing agreed capital to the partnership.

Transfer of Partnership Interests

No Partner may transfer, assign, or sell his or her interest in the Partnership without the prior written consent of the General Partners.

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

Option B: Any proposed transfer must comply with applicable securities laws.

Any transfer in violation of this provision shall be null and void.

Meetings

Meetings of the Partners shall be held at such times and places as may be determined by the General Partners.

Written notice of any meeting shall be given to all Partners at least [Number] days prior to the date of the meeting.

Option A: A quorum for any meeting shall consist of partners holding at least [Percentage]% of the partnership interests.

Option B: Any partner may attend meetings remotely or participate through proxy voting.

Partners shall have the right to inspect the books and records of the Partnership as provided by Texas law.

Profits and Losses

The net profits and net losses of the Partnership shall be allocated among the Partners in proportion to their respective capital contributions.

Option A: Profits and losses may be allocated differently in certain circumstances as set forth in Schedule A attached hereto.

Option B: Special allocations of profits and losses shall be determined by the General Partner, considering tax implications.

Distributions shall be made to the Partners at such times and in such amounts as may be determined by the General Partners.

Partnership Representative

The Partnership Representative for purposes of partnership audits under the Bipartisan Budget Act shall be [Partnership Representative Name].

The Partnership Representative shall have the authority to act on behalf of the Partnership in all matters relating to partnership audits.

Option A: All costs and expenses incurred by the Partnership Representative shall be borne by the Partnership.

Option B: The Partnership Representative is indemnified for costs associated with representing the partnership under relevant laws.

Indemnification

The Partnership shall indemnify and hold harmless each Partner, officer, employee, and agent from and against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the Partnership.

Option A: No indemnification shall be provided for acts of gross negligence or willful misconduct.

Option B: The advancement of expenses shall require the approval of the General Partners.

Withdrawal and Buyout

No Partner may withdraw from the Partnership without the consent of the General Partners.

Option A: In the event of the death, disability, or bankruptcy of a Partner, the remaining Partners shall have the option to purchase the withdrawing Partner's interest in the Partnership.

Option B: A withdrawing partner is subject to forfeiture if they violate non-compete provisions.

The purchase price for a withdrawing Partner's interest shall be determined by [Valuation Method].

Amendment

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

Option A: Certain amendments, such as those affecting the rights of Limited Partners, may require a supermajority vote.

Option B: Any amendment must be consistent with the Texas Business Organizations Code.

Limited Partner Liability

No Limited Partner shall be liable for the debts or obligations of the Partnership beyond the amount of their capital contribution.

No Limited Partner shall participate in the management or control of the Partnership.

Any action by a Limited Partner that constitutes participation in management may result in the loss of their limited liability.

General Partner Duties

The General Partners shall owe a fiduciary duty to the Partnership and the other Partners.

Option A: The General Partners shall be entitled to compensation for their services in managing the Partnership.

Option B: The General Partners are required to disclose any conflicts of interest to the Limited Partners promptly.

The General Partners shall exercise due care in the management of the Partnership.

Non-Competition and Confidentiality

Each Partner agrees not to compete with the Partnership during the term of the Partnership and for a period of [Number] years thereafter within [Geographic Area].

Each Partner agrees to hold confidential all information relating to the Partnership's business and affairs.

Option A: Certain exceptions may apply for partners active in the industry before joining the partnership.

Option B: Specific definitions of confidential information are provided within a separate schedule.

Insurance

The Partnership shall maintain insurance coverage in such amounts and types as may be determined by the General Partners.

Option A: The General Partners have discretion to determine appropriate coverage levels.

Option B: Specific coverage limits for liability, property and directors & officers’ insurance are specified.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled by mediation in [City, State].

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

Option A: Venue for any legal action shall be in the state courts of [County], Texas.

Option B: Attorneys’ fees and costs shall be awarded to the prevailing party.

Dissolution

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

The expiration of the term of the Partnership.

The unanimous consent of the Partners.

The withdrawal or death of a General Partner, unless the remaining Partners agree to continue the Partnership.

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

To creditors of the Partnership.

To the Partners in proportion to their capital accounts.

A Certificate of Termination shall be filed with the Texas Secretary of State upon dissolution.

Records and Inspection

The Partnership shall maintain complete and accurate records of its business and affairs.

Each Partner shall have the right to inspect such records at any reasonable time.

Option A: Partners must provide reasonable notice of their intent to inspect partnership records.

Option B: The partnership is compliant with the Texas BOC Chapter 153 record retention and access requirements.

Representations and Warranties

Each Partner represents and warrants that they have the legal capacity to enter into this Agreement.

Each Partner represents and warrants that they are in compliance with all applicable laws and regulations.

Option A: The Partnership warrants compliance with all relevant Texas licensing and regulatory requirements.

Option B: Partners agree to comply with all applicable local statutes and Texas state regulations.

Electronic Communications

Partners agree that electronic communications shall be considered valid and binding.

Option A: E-signatures are considered legal and binding under this agreement.

Option B: Remote meeting participation is permitted and constitutes valid attendance.

Certificate of Formation

This Agreement is intended to be consistent with the Certificate of Formation filed with the Texas Secretary of State.

In the event of any inconsistency between this Agreement and the Certificate of Formation, this Agreement shall govern.

Boilerplate Provisions

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.

Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

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.

Notice: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth above.

Statutory Notice Requirements: Any notice required by Texas law must follow specific delivery rules as described in the Texas Business Organizations Code.

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.

Custom Terms

[Add Custom Terms Here]

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

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[General Partner Name]

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[General Partner Name]

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[Limited Partner Name]

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[Limited Partner Name]