Wyoming limited partnership agreement template

Wyoming Limited Partnership Agreement

This Wyoming 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 [General Partner Address], hereinafter referred to as "General Partner."

[Limited Partner Name], residing at [Limited Partner Address], hereinafter referred to as "Limited Partner."

1. Formation and Filing

This Agreement forms a limited partnership (the "Partnership") under the Wyoming Uniform Limited Partnership Act (W.S. § 17-14-101 et seq.). The Certificate of Limited Partnership was filed with the Wyoming Secretary of State on [Date of Filing] and bears the Secretary of State's stamp.

Option A: The Partnership shall conduct business under the name [Partnership Name].

Option B: The Partnership shall conduct business under the name registered with the Wyoming Secretary of State.

The registered office of the Partnership in Wyoming is located at [Registered Office Address], and its registered agent is [Registered Agent Name], residing at [Registered Agent Address].

2. Business Purpose

The purpose of the Partnership is to engage in the following business: [Detailed Description of Business Purpose(s)].

Option A: The Partnership’s activities require the following Wyoming state or local business licenses: [List of Licenses].

Option B: The Partnership’s activities do not require any special state or local business licenses.

The business activities of the Partnership [are/are not] subject to state regulatory review by [Name of State Agency, if applicable].

3. Principal Place of Business

The principal place of business of the Partnership is located at [Principal Place of Business Address] in Wyoming.

Option A: The Partnership may also maintain additional business locations at: [List of Additional Business Locations].

Option B: The Partnership shall only operate at the principal place of business.

4. Term

The term of the Partnership shall commence on the effective date of this Agreement and shall continue:

Option A: Perpetually.

Option B: For a term of [Number] years, expiring on [Date].

Sub-Clause 1: The term may be extended by [Percentage]% vote of all partners.

Sub-Clause 2: Early termination shall require [Percentage]% vote of all partners.

5. Initial Capital Contributions

The initial capital contributions of each partner are as follows:

[General Partner Name]: [Amount] in cash, [Description of Property] valued at [Value], and/or [Description of Services]. Ownership percentage: [Percentage]%.

[Limited Partner Name]: [Amount] in cash, [Description of Property] valued at [Value], and/or [Description of Services]. Ownership percentage: [Percentage]%.

6. Subsequent Capital Contributions

Option A: Subsequent capital contributions are not required.

Option B: Subsequent capital contributions may be required upon a [Percentage]% vote of the General Partner and [Percentage]% vote of the Limited Partners.

Sub-Clause 1: Failure to contribute will result in a default interest of [Percentage]% per annum.

Sub-Clause 2: Failure to contribute will result in a penalty of [Percentage]% of the required contribution.

7. Management Powers

The General Partner shall have the exclusive power to manage and bind the Partnership. The scope of authority includes: [List of Management Powers].

Option A: The General Partner may delegate management responsibilities to [Name of Delegate].

Option B: The General Partner may not delegate management responsibilities.

Limited Partners shall not participate in the management of the Partnership, except as permitted under Wyoming law to maintain their limited liability. Permitted activities include: [List of Permitted Activities for Limited Partners].

8. Partner Meetings

Regular partner meetings shall be held [Frequency, e.g., Quarterly, Annually] at [Location]. Special meetings may be called by the General Partner with [Number] days' notice.

Option A: A quorum shall consist of [Percentage]% of the partners.

Option B: A quorum shall consist of the General Partner and [Percentage]% of the Limited Partners.

Sub-Clause 1: Major acts require a [Percentage]% supermajority consent of all partners. Major acts include: dissolution, merger, amending the certificate, or admission of a new partner.

Sub-Clause 2: Written consent procedures shall be governed by [Procedure Description].

9. Allocation of Profits, Losses, and Distributions

Profits, losses, and distributions shall be allocated according to each partner’s ownership percentage as specified in Section 5.

Option A: Distributions shall be made in cash.

Option B: Distributions may be made in-kind at the discretion of the General Partner.

Sub-Clause 1: Priority rights shall be granted to [Name of Partner(s)].

Sub-Clause 2: Distributions shall follow the following waterfall structure: [Description of Waterfall Structure].

Distributions shall be made [Frequency, e.g., Monthly, Quarterly]. Tax allocations shall be made in accordance with Subchapter K of the Internal Revenue Code and Wyoming-specific tax regulations.

10. Partnership Representative

[Name], residing in Wyoming at [Address], is hereby appointed as the Partnership Representative for federal tax purposes and Wyoming income/franchise tax compliance. The Partnership Representative shall have the following special powers: [List of Special Powers].

11. Wyoming Compliance

The Partnership shall file its Wyoming Annual Report and pay state fees as required. The Partnership shall also handle and report Wyoming excise and sales tax if applicable.

12. Admission of New Partners

New partners may be admitted only with the [Percentage]% consent of the General Partner and [Percentage]% of the Limited Partners. Admission requires filing an amendment to the Certificate of Limited Partnership with the Wyoming Secretary of State.

Option A: Assigning consent rights shall be allocated per [Procedure Description].

Option B: No new partners will be admitted.

13. Partner Withdrawal/Dissolution

Procedures for voluntary withdrawal, involuntary expulsion, retirement, death, incapacity, bankruptcy, or dissolution of a partner are as follows: [Detailed Procedures, including Valuation and Buyout Formulas].

Option A: Right of first refusal shall be granted to [Name of Partner(s)].

Option B: Forced sale procedures shall be governed by [Procedure Description].

Wyoming probate recognition shall be applied [as applicable/not applicable] to a partner’s death.

14. Transfer Restrictions

Transfers of partnership interests are restricted. No transfer shall be permitted if it would cause termination under IRC § 708(b), create a non-qualifying partnership under Wyoming statutes, or result in regulatory violations.

15. Disclaimer and Indemnification

Limited Partners shall not be liable for the debts or obligations of the Partnership beyond their capital contributions.

Option A: General Partners shall be indemnified and advanced legal fees for acts taken in good faith, subject to the limits permissible under W.S. § 17-14-303.

Option B: General Partners shall not be indemnified.

16. Conflict of Interest

Internal conflict of interest and related party transactions shall be governed by [Conflict of Interest Policy]. Required disclosures and consent procedures are: [Detailed Description of Procedures].

17. Partnership Records

Partnership records shall be retained at [Location] in Wyoming, as required by statute. Partners shall have inspection rights as defined by Wyoming law. Accounting procedures shall be delegated to [Name of Accountant/CPA], residing in Wyoming at [Address].

18. Tax Matters

The Partnership shall maintain/file its Employer Identification Number (EIN). The Partnership shall comply with Wyoming’s privacy protections and state reportable transaction notices.

19. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through mandatory internal mediation. If mediation fails, disputes shall be submitted to binding arbitration in [Name of County] County, Wyoming. This Agreement shall be governed by and interpreted under the laws of the State of Wyoming.

20. Amendments

This Agreement may be amended only by written consent of [Percentage]% of all partners. Amendments to the Certificate of Limited Partnership shall be filed with the Secretary of State per W.S. § 17-14-210.

21. Dissolution and Winding Up

Dissolution events include: [List of Dissolution Events]. Upon dissolution, the Partnership shall wind up its business. Creditor notice publication requirements under Wyoming law shall be followed. [Name] is appointed as liquidator. The order of settlement of liabilities and distribution of remaining assets shall be: [Detailed Order]. Records shall be retained for [Number] years. Final reporting shall be made to the appropriate state agencies.

22. Tax Elections

Tax elections, including partnership-level audit procedures under the Bipartisan Budget Act, shall be made by the Partnership Representative. The Partnership Representative shall notify partners of any change in federal tax status.

23. Industry-Specific Regulations

The Partnership’s activities are [Subject to/Not subject to] the following industry-specific regulatory compliance for Wyoming: [List of Industry-Specific Regulations], including obligations for [List of Obligations].

24. Intellectual Property

Intellectual property ownership, confidentiality, and data security obligations hosted or maintained in/written for Wyoming jurisdiction shall adhere to the following requirements: [Detailed Requirements].

25. Non-Competition

Non-competition and non-solicitation covenants shall be enforced under Wyoming law, with the following restrictions and durations: [Detailed Restrictions and Durations].

26. Insurance

The Partnership shall maintain the following insurance coverage relevant to its industry and business activities conducted in Wyoming: [List of Insurance Requirements].

27. Representations and Warranties

The partners represent and warrant that they are in compliance with AML/KYC and beneficial ownership reporting if federal or Wyoming rules apply.

28. Wyoming Specific Laws

The Partnership commits to complying with Wyoming’s unique privacy, asset protection, or business secrecy laws if utilized as part of the business model.

29. Statutory Supplementation

Any deficiency or omission of a required Wyoming statutory term is automatically deemed supplemented to the minimum extent needed for enforceability and lawful registration.

30. Miscellaneous

This Agreement constitutes the entire agreement between the parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. Neither party shall be liable for failure to perform its obligations under this Agreement due to force majeure. This Agreement may be executed electronically. Notices shall be delivered to the addresses specified above.

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