West Virginia limited partnership agreement template

West Virginia Limited Partnership Agreement

This West Virginia Limited Partnership Agreement (the "Agreement") is made and effective as of this [Date] day of [Month], [Year].

BETWEEN:

[General Partner Name], residing at [General Partner Address], West Virginia (the "General Partner"),

AND

[Limited Partner Name], residing at [Limited Partner Address], West Virginia (the "Limited Partner"),

AND, as additional Limited Partner(s):

[Additional Limited Partner Name], residing at [Additional Limited Partner Address], West Virginia.

1. Formation and Name

Option A: The parties hereby form a limited partnership under the laws of the State of West Virginia, specifically the West Virginia Uniform Limited Partnership Act (WV Code Chapter 47, Article 9A).

Option B: This Agreement amends and restates the existing Limited Partnership Agreement dated [Date of Original Agreement].

The name of the Limited Partnership shall be [Partnership Name].

2. Certificate of Limited Partnership

Option A: A Certificate of Limited Partnership has already been filed with the West Virginia Secretary of State, and evidence of such filing is attached hereto.

Option B: The General Partner shall promptly execute and file a Certificate of Limited Partnership with the West Virginia Secretary of State in strict conformity with the West Virginia Uniform Limited Partnership Act (WV Code Chapter 47, Article 9A).

The Registered Agent of the Limited Partnership in West Virginia is [Registered Agent Name], located at [Registered Agent Address].

3. Purpose and Powers

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

The Limited Partnership shall have all powers necessary or convenient to carry out its business and affairs, subject to any limitations imposed by West Virginia law or this Agreement.

4. Principal Place of Business

The principal place of business of the Limited Partnership shall be located at [Business Address], West Virginia.

Option A: The Limited Partnership may establish additional places of business as determined by the General Partner.

Option B: The Limited Partnership's operations are limited to [Specific county/area in West Virginia].

5. Partners

The General Partner shall have the rights and responsibilities set forth in Section 7 of this Agreement and under West Virginia law.

The Limited Partners shall have the rights and responsibilities set forth in Section 8 of this Agreement and under West Virginia law.

Option A: Additional Limited Partners may be admitted only upon the unanimous consent of the existing Partners.

Option B: Additional Limited Partners may be admitted upon the consent of the General Partner and a majority in interest of the Limited Partners.

Option C: No additional partners will be admitted.

6. Capital Contributions

Each Partner shall contribute to the capital of the Limited Partnership the amounts and in the form set forth below:

[General Partner Name]: [Amount] (Cash, Property Description: [Property Description], Services Description: [Service Description])

[Limited Partner Name]: [Amount] (Cash, Property Description: [Property Description], Services Description: [Service Description])

[Additional Limited Partner Name]: [Amount] (Cash, Property Description: [Property Description], Services Description: [Service Description])

Option A: Additional capital contributions may be required from the Partners upon a call by the General Partner. The amount and timing of such calls shall be determined by the General Partner. Failure to make required capital contributions shall result in [Consequences for Failure to Contribute].

Option B: No additional capital contributions may be required.

7. General Partner Authority and Duties

The General Partner shall have full and exclusive control of the management and operations of the Limited Partnership, subject to the limitations set forth in this Agreement and West Virginia law.

The General Partner shall owe a fiduciary duty to the Limited Partnership and the Partners, consistent with West Virginia law.

The General Partner shall have the authority to bind the Limited Partnership.

Option A: Major decisions, including but not limited to, the sale of substantially all of the Limited Partnership's assets, the admission of new partners, and amendments to this Agreement, shall require the approval of [Percentage or Number] of the Limited Partners.

Option B: The General Partner shall consult with the Limited Partners on major decisions, but the final decision-making authority rests with the General Partner.

8. Limited Partner Rights and Obligations

Limited Partners shall not participate in the management or control of the Limited Partnership's business. Such participation may jeopardize their limited liability under West Virginia law.

Limited Partners shall have the right to inspect the books and records of the Limited Partnership as provided in Section 12 of this Agreement and under West Virginia law.

Option A: Limited Partners shall be indemnified by the Limited Partnership for liabilities arising from their status as Limited Partners, except for liabilities arising from their own bad faith, willful misconduct, or wrongful acts, as determined under West Virginia law.

Option B: Indemnification is limited to the extent of their capital contribution to the Partnership.

9. Allocation of Profits and Losses

Profits and losses of the Limited Partnership shall be allocated among the Partners in proportion to their respective capital contributions.

Option A: Profits and losses shall be allocated as follows:

[General Partner Name]: [Percentage]%

[Limited Partner Name]: [Percentage]%

[Additional Limited Partner Name]: [Percentage]%

Option B: Allocation will be as decided by the General Partner.

The Limited Partnership intends to be treated as a partnership for federal and West Virginia income tax purposes.

10. Distributions

Distributions of cash or other property shall be made to the Partners at the discretion of the General Partner.

Option A: Distributions shall be made in proportion to the Partners' respective percentage interests.

Option B: Distributions shall be made in the following order:

1. To repay partner loans.

2. To return capital contributions.

3. To Partners in proportion to their profit-sharing percentages.

The General Partner shall provide each Partner with a Schedule K-1 for federal and West Virginia income tax reporting purposes.

11. Term and Termination

The term of the Limited Partnership shall commence on the effective date of this Agreement and shall continue until [Date], unless sooner terminated as provided herein.

The Limited Partnership shall terminate upon the occurrence of any of the following events:

The unanimous written consent of all Partners.

The sale of all or substantially all of the Limited Partnership's assets.

The bankruptcy or dissolution of the General Partner (unless a successor General Partner is appointed).

As otherwise provided by West Virginia law.

12. Books and Records

The Limited Partnership shall maintain complete and accurate books and records at its principal place of business in West Virginia.

All Partners shall have the right to inspect the books and records of the Limited Partnership during reasonable business hours.

The Limited Partnership shall prepare annual financial statements in accordance with generally accepted accounting principles (GAAP).

13. Admission of New Partners

New Limited Partners may be admitted upon the consent of the General Partner and [Percentage or Number] of the Limited Partners.

New General Partners may be admitted only upon the unanimous consent of all Partners.

Any new Partner shall execute a counterpart of this Agreement and agree to be bound by its terms.

14. Transfer of Partnership Interests

No Partner may transfer, sell, or assign their interest in the Limited Partnership without the prior written consent of the General Partner and [Percentage or Number] of the Limited Partners.

Option A: The Limited Partnership and the other Partners shall have a right of first refusal to purchase the transferring Partner's interest.

Option B: No transfers are permitted.

15. Withdrawal, Death, or Incapacity

A General Partner may withdraw from the Limited Partnership only upon providing [Number] months' written notice to the other Partners.

The death, disability, or bankruptcy of a Limited Partner shall not cause the dissolution of the Limited Partnership.

Option A: Upon the withdrawal, death, disability, or bankruptcy of a General Partner, the remaining Partners may elect to continue the Limited Partnership by appointing a successor General Partner.

Option B: Upon the withdrawal of a general partner, the partnership shall dissolve.

16. Dissolution and Winding Up

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

1. To creditors of the Limited Partnership (including Partner loans).

2. To repay Partner capital contributions.

3. The balance to the Partners in proportion to their respective profit-sharing percentages.

The General Partner shall be responsible for winding up the affairs of the Limited Partnership in accordance with West Virginia law.

17. Limited Liability

No Limited Partner shall be personally liable for the debts or obligations of the Limited Partnership, except as otherwise provided by West Virginia law.

18. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in West Virginia.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in West Virginia, in accordance with the rules of the American Arbitration Association.

The prevailing party in any legal proceeding relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

20. Amendments

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

21. Entire Agreement

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.

22. Severability

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

23. 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.

24. 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 addresses set forth in this Agreement.

25. Tax Matters Partner

The Tax Matters Partner for the Limited Partnership shall be [Tax Matters Partner Name].

26. Insurance

The Limited Partnership shall maintain insurance coverage in amounts deemed adequate by the General Partner, including [Types of Insurance, e.g., general liability, property damage].

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

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[General Partner Name], General Partner

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[Limited Partner Name], Limited Partner

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[Additional Limited Partner Name], Additional Limited Partner