Vermont limited partnership agreement template

Vermont Limited Partnership Agreement

Effective Date: [Date]

Parties:

General Partners:

[Name], residing at [Vermont Address]

[Name], residing at [Vermont Address]

Limited Partners:

[Name], residing at [Vermont Address]

[Name], residing at [Vermont Address]

Compliance with Vermont Law:

This Agreement is made in accordance with the Vermont Uniform Limited Partnership Act, Title 11, Chapter 21 of the Vermont Statutes Annotated.

Purpose:

Option A: To engage in any lawful act or activity for which limited partnerships may be formed under Vermont law.

Option B: Specifically, to [Describe specific business purpose and allowable activities under Vermont business licensing].

Principal Place of Business and Registered Agent:

Principal Place of Business: [Vermont Address]

Registered Agent: [Name], residing at [Vermont Address]

Duration:

Option A: Perpetual.

Option B: A term of [Number] years, commencing on [Date] and ending on [Date], unless sooner terminated as provided herein.

Capital Contributions:

Initial Contributions:

General Partner [Name]: [Amount/Description of Contribution] (Cash, Property, Services, or Promissory Note), Valued at [Dollar Amount].

Limited Partner [Name]: [Amount/Description of Contribution] (Cash, Property, Services, or Promissory Note), Valued at [Dollar Amount].

Timing of Contributions: All contributions shall be made on or before [Date].

Additional Contributions/Capital Calls:

Option A: No additional capital contributions shall be required.

Option B: Additional capital contributions may be required upon a [Percentage]% vote of the General Partners, up to a maximum of [Dollar Amount] per partner, in proportion to their respective partnership interests.

Partnership Interests:

General Partner [Name]: [Percentage]%

Limited Partner [Name]: [Percentage]%

Management and Control:

Authority of General Partners: The General Partners shall have exclusive right to manage and control the affairs of the Partnership and to bind the Partnership.

Limitations on Limited Partners: Limited Partners shall not participate in the day-to-day management or control of the Partnership, except as expressly permitted by 11 VSA §3423.

Permissible Activities for Limited Partners (Examples):

Voting on dissolution of the Partnership.

Receiving reports regarding the Partnership's business.

Consulting with the General Partners regarding the Partnership's business.

Voting:

General Partners: Each General Partner shall have voting power equal to their percentage of partnership interest.

Limited Partners: Limited Partners shall have voting rights only on matters specifically reserved to them under Vermont law or this Agreement, with voting power equal to their percentage of partnership interest.

Quorum: A quorum for any meeting shall consist of [Percentage]% of the total partnership interests.

Approval Thresholds:

Option A: Actions shall require the approval of a majority of the partnership interests.

Option B: Certain actions (e.g., sale of substantially all assets) shall require the unanimous consent of all partners.

Meetings:

Frequency: Meetings shall be held at least [Frequency, e.g., Annually, Quarterly].

Notice: Written notice of meetings shall be provided at least [Number] days prior to the meeting.

Documentation: Minutes of all meetings shall be kept and made available to all partners.

Admission of New Partners:

Admission of new partners requires the [Unanimous/Required Majority] consent of the existing partners.

Any amendment to the Partnership Certificate must be filed with the Vermont Secretary of State to reflect the admission of a new partner.

Withdrawal, Resignation, Expulsion, and Death of a Partner:

Withdrawal/Resignation: A partner may withdraw or resign upon providing [Number] days written notice to the other partners. Compliance with 11 VSA §3427 is mandatory.

Expulsion: A partner may be expelled for [Reasons for expulsion] upon a [Percentage]% vote of the remaining partners.

Buyout Rights: Upon withdrawal, resignation, expulsion, or death, the remaining partners shall have the right to purchase the departing partner's interest.

Repurchase Formula: The purchase price shall be determined by [Method of valuation, e.g., Appraisal, Formula based on earnings].

Payment Schedule: Payments shall be made in [Number] installments over a period of [Number] months/years.

Transfer and Assignment of Partnership Interests:

Restrictions: No partner may transfer or assign their partnership interest without the [Unanimous/Required Majority] consent of the other partners.

Right of First Refusal: The remaining partners shall have a right of first refusal to purchase the transferring partner's interest.

Compliance with Vermont law is required for transfer effectiveness against the partnership or third parties.

Profit and Loss Allocation and Distributions:

Profit and Loss Allocation: Profits and losses shall be allocated among the partners in proportion to their respective partnership interests.

Distributions: Distributions shall be made to the partners at such times and in such amounts as the General Partners shall determine, subject to the requirements of Vermont law.

K-1 Reporting: The Partnership shall furnish each partner with a Schedule K-1 reporting their share of the Partnership's income, losses, deductions, and credits for federal and Vermont income tax purposes.

Tax Classification Election: The partnership elects to be treated as a partnership for federal tax purposes.

Tax Matters Partner: [Name] is designated as the Tax Matters Partner.

Liability and Indemnification:

Limited Liability: The liability of the Limited Partners shall be limited to the amount of their capital contributions, as required under Vermont law.

Indemnification: The Partnership shall indemnify the General Partners and Limited Partners to the fullest extent permitted by Vermont law.

Management Succession:

Upon the death, disability, or resignation of a General Partner, a successor General Partner shall be selected by a [Percentage]% vote of the remaining partners. Provisions for judicial substitution pursuant to 11 VSA §3428 may apply.

Dispute Resolution:

Option A: All disputes arising out of or relating to this Agreement shall be resolved through mediation in Vermont.

Option B: All disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in Vermont.

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in Vermont.

Partnership Records and Access:

Recordkeeping: The Partnership shall maintain complete and accurate records of its business and financial affairs at its principal place of business in Vermont, as required by 11 VSA §3411.

Inspection Rights: Each partner shall have the right to inspect and copy the Partnership's records.

Confidentiality: All partners shall maintain the confidentiality of the Partnership's internal information.

Dissolution:

Voluntary Dissolution: The Partnership may be dissolved upon a [Percentage]% vote of the partners.

Mandatory Dissolution: The Partnership shall be dissolved upon the occurrence of any event specified in Vermont law.

Winding Up: Upon dissolution, the General Partners shall wind up the affairs of the Partnership, liquidate its assets, and distribute the proceeds in accordance with Vermont law. Vermont-specific notice requirements to creditors and the state apply.

Compliance Provisions:

The Partnership shall comply with all applicable Vermont regulatory, industry licensing, and environmental requirements. Maintenance of all Vermont tax registrations and good standing with the Vermont Department of Taxes are required.

Limited Partner Activities:

No Limited Partner shall participate in control, management, or act as an agent to the extent that would expose them to liability as General Partners under Vermont law, citing specific prohibitions and allowable forms of involvement per 11 VSA §3423.

Amendment:

This Agreement may be amended only by a written instrument signed by all of the partners. Mandatory Vermont filing requirements apply for changes to the partnership certificate.

Industry-Specific Restrictions:

If applicable: The partnership is subject to the following additional restrictions and compliance requirements specific to the [Industry Type, e.g., cannabis, banking] industry: [List restrictions and compliance requirements].

Miscellaneous:

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

Notice: All notices shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail to the address set forth above.

Integration: 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.

Signatures:

General Partner: [Name]

General Partner: [Name]

Limited Partner: [Name]

Limited Partner: [Name]