Virginia limited partnership agreement template

Virginia Limited Partnership Agreement

This Virginia Limited Partnership Agreement (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below.

• [General Partner Name], residing at [Address] (“General Partner 1”)
• [General Partner Name], residing at [Address] (“General Partner 2”)
• [Limited Partner Name], residing at [Address] (“Limited Partner 1”)
• [Limited Partner Name], residing at [Address] (“Limited Partner 2”)

1. Formation and Filing

• This Agreement forms a limited partnership (the “Partnership”) under the Virginia Uniform Limited Partnership Act (Title 50, Chapter 2.1 of the Code of Virginia).
• The parties intend to file a Statement of Registration with the Virginia State Corporation Commission (the "SCC") pursuant to §50-73.11 of the Code of Virginia.
  • Option A: The Statement of Registration has been filed with the SCC on [Date] and a copy is attached as Exhibit A.
  • Option B: The parties agree to file the Statement of Registration within [Number] days of the effective date of this Agreement. [Party Responsible for Filing] shall be responsible for filing.

2. Purpose and Scope of Business

• The purpose of the Partnership is to engage in the following business: [Description of Business Purpose] (the “Business”).
• The Partnership's principal office is located at [Address]. The Partnership's registered agent in Virginia is [Registered Agent Name], located at [Registered Agent Address].
• The Partnership's duration shall be:
  • Option A: Perpetual.
  • Option B: For a term of [Number] years, commencing on [Date] and expiring on [Date].

3. Capital Contributions

• Each Partner shall contribute capital to the Partnership as follows:
  • General Partner 1: [Dollar Amount] in cash.
  • General Partner 2: [Description of Property/Services], valued at [Dollar Amount].
  • Limited Partner 1: [Dollar Amount] in cash.
  • Limited Partner 2: [Dollar Amount] in cash.
• The character of capital contributions shall be:
  • Option A: Cash.
  • Option B: Property. The method for determining the fair market value of property contributed is [Valuation Method].
  • Option C: Services. The method for determining the fair market value of services contributed is [Valuation Method].
• Additional Capital Contributions:
  • Option A: No Partner shall be required to make additional capital contributions.
  • Option B: The General Partners may call for additional capital contributions from all Partners, pro rata based on their percentage of ownership, up to a maximum aggregate amount of [Dollar Amount].
    • Procedure for Capital Calls: [Description of Capital Call Procedure].
    • Default Remedies for Failure to Contribute: [Description of Default Remedies, e.g., dilution of partnership interest, loss of voting rights].

4. Allocation of Profits and Losses

• Profits and losses shall be allocated among the Partners in proportion to their ownership percentages as follows:
  • General Partner 1: [Percentage]%
  • General Partner 2: [Percentage]%
  • Limited Partner 1: [Percentage]%
  • Limited Partner 2: [Percentage]%
• Tax Allocations: The allocation of profits and losses shall comply with Subchapter K of the Internal Revenue Code.

5. Distributions

• Distributions shall be made to the Partners at the following intervals: [Frequency, e.g., quarterly, annually].
• The order of priority for distributions shall be:
  • Option A: Pro rata based on ownership percentage.
  • Option B:
    • First, to return capital contributions.
    • Second, to pay preferred returns of [Percentage]% per annum.
    • Third, pro rata based on ownership percentage.

6. Management

• The General Partners shall have exclusive control and management of the Partnership's business and affairs.
• The General Partners shall have the following rights and obligations:
  • Duty of care: To act with the care an ordinarily prudent person would exercise in similar circumstances.
  • Duty of loyalty: To account to the Partnership for any property, profit, or benefit derived by the general partner in the conduct of the partnership's activities or derived from a use by the general partner of partnership property.
  • Obligation to manage the partnership affairs exclusively.
• Limited Partners shall have no right to participate in the day-to-day management of the Partnership. Limited Partners' control rights are limited to actions permitted by Virginia law to preserve their limited liability.
  • Option A: Limited Partners shall have advisory voting rights on the following matters: [List of Matters].
  • Option B: Limited Partners shall have the right to access the Partnership's books and records.

7. Partner Meetings and Voting

• Meetings of the Partners shall be held [Frequency, e.g., annually, quarterly].
• Quorum: A quorum for any meeting of the Partners shall be [Percentage]% of the ownership interests.
• Voting:
  • Option A: All actions shall require the approval of a majority of the ownership interests.
  • Option B: The following actions shall require the unanimous consent of all Partners: [List of Actions Requiring Unanimous Consent, e.g., admission of a new general partner, dissolution of the Partnership].
  • Option C: The following actions shall require the consent of General Partners representing at least [Percentage]% of the General Partners’ partnership interests: [List of Actions Requiring Supermajority Consent].

8. Admission of New Partners and Transfer of Interests

• New Partners may be admitted to the Partnership only upon the unanimous written consent of the existing General Partners, subject to amendment of certificate pursuant to §50-73.11.
• Transfer of Partnership Interests:
  • Option A: No Partner may transfer their interest in the Partnership without the prior written consent of the General Partners.
  • Option B: A Partner desiring to transfer their interest must first offer it to the other Partners at a price determined by [Valuation Method].

9. Dissociation and Buyout

• A Partner may withdraw from the Partnership only under the following conditions: [Conditions for Withdrawal].
• Buyout:
  • Option A: Upon the death, bankruptcy, or legal incapacity of a Partner, the Partnership shall have the option to purchase the Partner's interest at a price determined by [Valuation Method].
  • Option B: Upon withdrawal of a Partner, the Partnership shall pay the Partner the fair market value of their interest as determined by [Valuation Method], less any damages caused by the withdrawal.

10. Liability and Indemnification

• Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions. Limited Partners have no authority to bind the partnership.
• Indemnification: The Partnership shall indemnify the Partners, officers, and employees against any and all losses, claims, damages, liabilities, and expenses arising out of their conduct on behalf of the Partnership, provided they acted in good faith and within the scope of their authority.

11. Accounting and Taxation

• The Partnership shall maintain accurate books and records in accordance with generally accepted accounting principles (GAAP).
• The Partnership's fiscal year shall end on [Date].
• The Partnership shall comply with all Virginia and federal income tax regulations.
• [Name of Partner] is designated as the Partnership Representative for tax purposes.

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

• Confidentiality: All Partners shall maintain the confidentiality of the Partnership's confidential information.
• Non-Competition:
  • Option A: Partners agree not to compete with the Partnership's business during the term of this Agreement and for a period of [Number] years thereafter, within a radius of [Number] miles of the Partnership's principal place of business.
  • Option B: No restrictions on competition.
• Non-Solicitation: Partners agree not to solicit the Partnership's employees or customers during the term of this Agreement and for a period of [Number] years thereafter.

13. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Mandatory mediation in [City, Virginia].
  • Option B: Binding arbitration in [City, Virginia] conducted in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Exclusive jurisdiction and venue for all disputes relating to this agreement shall be in the courts of the Commonwealth of Virginia.

14. Dissolution

• The Partnership may be dissolved upon the occurrence of any of the following events:
  • Unanimous written consent of all Partners.
  • Withdrawal of a General Partner, unless the remaining Partners agree to continue the Partnership.
  • Judicial decree.
• Upon dissolution, the Partnership's assets shall be liquidated, and the proceeds shall be distributed in the following order:
  • First, to creditors of the Partnership.
  • Second, to Partners in repayment of loans to the Partnership.
  • Third, to Partners in return of capital contributions.
  • Fourth, any remaining balance to Partners pro rata in accordance with their share of Partnership interests

15. Amendments

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

16. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or sent by certified mail, return receipt requested, to the address of each Partner as set forth in this Agreement.

17. 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.

18. Severability

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

19. 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.

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

____________________________
[General Partner Name]

____________________________
[General Partner Name]

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[Limited Partner Name]

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[Limited Partner Name]