Washington limited partnership agreement template

Washington Limited Partnership Agreement

This WASHINGTON LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is made as of [Effective Date], and executed as of [Execution Date], by and among the parties listed below, and shall be governed by the Revised Uniform Limited Partnership Act (RULPA), as enacted in Washington, RCW 25.10.

[Agreement Title]

1. Parties

General Partner(s):

• [General Partner 1 Name], residing at [General Partner 1 Address], with contact information: [General Partner 1 Phone], [General Partner 1 Email]
• [General Partner 2 Name], residing at [General Partner 2 Address], with contact information: [General Partner 2 Phone], [General Partner 2 Email]

Limited Partner(s):

• [Limited Partner 1 Name], residing at [Limited Partner 1 Address], with contact information: [Limited Partner 1 Phone], [Limited Partner 1 Email]
• [Limited Partner 2 Name], residing at [Limited Partner 2 Address], with contact information: [Limited Partner 2 Phone], [Limited Partner 2 Email]

2. Capital Contributions

Initial Contributions:

• [General Partner 1 Name]: [Contribution Amount/Description], representing [Ownership Percentage]% ownership.
• [General Partner 2 Name]: [Contribution Amount/Description], representing [Ownership Percentage]% ownership.
• [Limited Partner 1 Name]: [Contribution Amount/Description], representing [Ownership Percentage]% ownership.
• [Limited Partner 2 Name]: [Contribution Amount/Description], representing [Ownership Percentage]% ownership.

Form of Contribution:

• Option A: Cash
• Option B: Property (describe: [Property Description])
• Option C: Services Rendered/to be Rendered (describe: [Services Description])
• Option D: Future Commitment (describe: [Commitment Description], schedule: [Schedule])

Additional Funding:

• Option A: No additional funding requirements.
• Option B: Capital calls may be made as needed with [Notice Period] notice. Failure to contribute results in [Penalty].

3. Business Purpose and Term

Business Purpose: [Detailed Description of Business Purpose]

Principal Place of Business: [Street Address, City, State, Zip Code], Washington

Auxiliary Locations: [List of Auxiliary Locations, if any]

Business Scope: [Specific limitations or extensions to the business purpose]

Term:

• Option A: [Number] years, commencing [Start Date].
• Option B: Perpetual, unless dissolved according to the terms of this Agreement.
• Option C: Term renewable by [Process for Renewal].

4. Management and Authority

Management Structure: The General Partner(s) shall have exclusive management rights.

Fiduciary Duties: General Partners owe fiduciary duties of care and loyalty to the Partnership and other partners, as defined under Washington law.

Voting Rights:

• General Partners: [Voting Percentage]% per general partner.
• Limited Partners: [Voting Percentage]% based on ownership percentage for specifically enumerated decisions.

Quorum: [Percentage]% of total ownership interest for valid meeting quorum.

Meetings:

• Mandatory Interval: [Frequency, e.g., Annually, Quarterly]
• Notice Period: [Number] days prior to meeting.
• Special Meetings: May be called by [Who Can Call Special Meetings] with [Number] days notice.

5. Limited Partner Participation

Limited Partner Participation Rights (per RCW 25.10):

• Option A: Limited Partners have no participation rights in management.
• Option B: Limited Partners have the right to vote on the following matters: [List of Matters]

Decisions Requiring Approval:

• Admission of Additional Partners
  • Option A: Requires unanimous approval.
  • Option B: Requires [Percentage]% approval.
• Amendments to Agreement
  • Option A: Requires unanimous approval.
  • Option B: Requires [Percentage]% approval.
• Dissolution
  • Option A: Requires unanimous approval.
  • Option B: Requires [Percentage]% approval.
• Merger
  • Option A: Requires unanimous approval.
  • Option B: Requires [Percentage]% approval.

Permissible Activities for Limited Partners (per RCW 25.10.551):

• Acting as a contractor for or an agent or employee of the limited partnership or a general partner;
• Consulting with and advising a general partner with respect to the business of the limited partnership;
• Acting as a surety for the limited partnership;
• Approving or disapproving an amendment to the partnership agreement;
• Voting on matters such as dissolution, winding up, or sale of substantially all assets.

6. Distributions

Profit and Loss Allocation: Profits and losses shall be allocated according to ownership percentages, unless otherwise specified: [Alternative Allocation Method].

Distribution Schedule: [Frequency, e.g., Quarterly, Annually], commencing [Date].

Priorities: [Specify any distribution priorities]

Clawback: [Specify any clawback mechanisms]

Tax Matters:

• Federal EIN: [EIN]
• Washington State Business Identification: [UBI Number]
• Tax Matters Partner (Partnership Representative under IRS rules): [Name]
• Designated Person for Washington Tax Compliance: [Name]
• K-1 Statements: Will be prepared and distributed by [Date].
• Compliance with Washington state excise tax and business and occupation (B&O) tax requirements is required.

7. Admission and Transfer of Interests

Admission of New Partners (per RCW 25.10.421 and 25.10.4215): Requires [Percentage]% consent of existing partners.

Transfer/Assignment:

• Option A: Requires unanimous consent.
• Option B: Requires [Percentage]% consent and right of first refusal by existing partners.
• Notice Period: [Number] days prior to transfer.

Withdrawal/Resignation/Retirement/Removal:

• General Partners: Subject to [Notice Period] written notice.
• Limited Partners: Subject to [Notice Period] written notice.

8. Succession Planning

Disability/Death of a Partner:

• Option A: Partnership continues.
• Option B: Partnership dissolves.
• Buyout Procedure: [Detailed Procedure]
  • Valuation: Using an appraiser licensed in Washington.
  • Timeline for Payout: [Timeline]
• Insurance: [Insurance Requirements]

9. Liability and Indemnification

Liability Limitations: General Partners are liable for partnership debts per RCW 25.10.401. Limited Partners have liability protection per RCW 25.10.551.

Indemnification:

• Scope: The Partnership shall indemnify partners, officers, or managers to the fullest extent permitted by law.
• Exclusions: [List exclusions from indemnification]
• Insurance: The Partnership shall maintain general liability and D&O insurance with coverage amounts of [Dollar Amount].

10. Amendments

Amendments require [Percentage]% consent of all partners and must be filed with the Washington Secretary of State.

11. Dispute Resolution

Escalation: [Escalation Procedure]

Mediation: Before initiating arbitration, parties shall attempt mediation.

Arbitration: Binding arbitration in [City], Washington, under Washington law.

12. Dissolution and Wind-Up

Triggering Events (per RCW 25.10.451 et seq.): [List triggering events]

Liquidator: [Designated Liquidator Name]

Distribution of Assets:

1. Payment of debts and liabilities of the partnership.
2. Payment of amounts owing to partners who are creditors.
3. Return of capital contributions.
4. Distribution of remaining assets according to ownership percentages.

Public Notice: Required notices under Washington law will be provided to creditors, with a claim period of [Number] days.

Final accounting will be prepared and filed with the Washington Secretary of State.

13. Record Keeping and Inspection Rights

Registers: The Partnership shall maintain required registers and comply with annual report filings and address updates with the Washington Secretary of State.

Inspection: Partners have the right to inspect partnership records.

14. Confidentiality

Confidential Information: [Definition of Confidential Information]

Non-Disclosure: Partners agree to maintain confidentiality.

Non-Competition/Non-Solicitation: [Non-Compete/Non-Solicit Covenant Details, if applicable]

15. Intellectual Property

Assignment/Protection: [Details regarding intellectual property ownership and protection]

16. Compliance

The partnership will comply with all applicable Washington industry-specific or regulatory licensing, permitting, and reporting obligations.

Partners represent and warrant compliance with all Washington state laws, including securities laws.

17. Notices

Method: [Method of Notice, e.g., Certified Mail, Email]

Addresses: All notices shall be sent to the addresses listed in Section 1.

Effective Date: Notice is effective [Number] days after sending.

Requirement to maintain a registered agent in the State of Washington and updating agent information as required by state law.

18. Miscellaneous

Severability: If any provision of this Agreement is held invalid, the remaining provisions shall remain in effect.

Integration: This Agreement constitutes the entire agreement between the parties.

Waiver: No waiver shall be effective unless in writing.

Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Washington.

All partnership amendments, conversions (to LLC, LLLP, or other entity forms), mergers, or domestication will be undertaken strictly in accordance with RCW 25.10 provisions and with requisite state filings.

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

_______________________________

[General Partner 1 Name]

_______________________________

[General Partner 2 Name]

_______________________________

[Limited Partner 1 Name]

_______________________________

[Limited Partner 2 Name]