2023年3月6日发(作者：写检查承认错误)LIMITED PARTNERSHIP AGREEMENT TABLE OF CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Formation Names and Place of Business Term of Partnership Contributions of Capital Profits and Loss Ownership of Partnership Property Fiscal Matters Management of Partnership Affairs Liabilities Prohibited Transactions Restrictions on Transfers Termination of the Partnership: Reprentations and Warranties of Limited Partners Compensation of General Partner(s) Limited Partners Right to Sell Partnership Property AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF [NAME], LTD. THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNERS OF THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR UPON THE SUBMISSION TO THE GENERAL PARTNERS OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE GENERAL PARTNERS TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. This document evidences the following agreement and certificate of limited partnership entered into and to be effective on the date it is filed with the Secretary of State in __________, by and between [name], as general partner ("General Partner") and each of the individuals who names are t forth on Exhibit "A" attached to this Agreement as limited partners ("Limited Partners").
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FORMATION
1.1 The parties hereby form a Limited Partnership (Partnership) under and pursuant to the __________ Revid Limited Partnership Act, Article 6132a-1 of the Revid Civil Statutes of the State of __________. 1.2 This Certificate of Limited Partnership shall be filed with the Secretary of State of the State of __________, and thereafter the partners shall execute and cau to be filed and otherwi published such original or amended certificates evidencing the formation and operation of this Limited Partnership as may be required under the laws of the State of __________ and of any other states where the Partnership shall determine to do business. 1.3 The General Partner is hereby authorized and empowered by all the Limited Partners to prepare, file, and publish either the original or any amended or modified Certificates of Limited Partnership as may be necessary or desirable and each Limited Partner specifically designates and appoints the General Partner, for and on his or her behalf, as his or her attorney for the exclusive purpos of signing and attesting to such original or amended Certificates of Limited Partnership. 1.4 The purpo of the Partnership shall be as follows: to buy, manage and
ll, as appropriate, all real property, including improvements and personal property located thereon, known as the [name or description of property], more particularly described in Exhibit "B." [Add, if appropriate, Further, the Partnership shall engage in the [alteration and repair of the improvement, and personal property located in the subject real property.] 2. NAMES AND PLACE OF BUSINESS
2.1 The name of the Limited Partnership shall be __________, LTD. 2.2 The business of the Partnership shall be conducted under that name and under such variations of the name as may be necessary to comply with the laws of other states within which the Partnership may do business or make investments. 2.3 The General Partner shall promptly execute and duly file, with the proper offices in each state in which the Partnership may conduct the activities authorized in this Agreement, one or more certificates as required by the Fictitious Name or Assumed Name Act or similar statute in effect as to each such state in which such activities are so conducted. 2.4 The principal place of business shall be located at [address], __________, and additional places of business may be located elwhere.
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The name and address of the General Partner of the Partnership are: Name __________ Address __________
2.6 There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership. 2.7 The names and address or places of residence of the Limited Partners of this Partnership are t forth in Exhibit "A" attached to this Agreement and by this reference made a part of this Agreement. There are no other Limited Partners to the Partnership other than tho listed in the attached Exhibit "A." 3. TERM OF PARTNERSHIP
3.1 The Partnership shall commence as of the date of this Agreement and shall continue in existence until [year], unless it is sooner terminated, liquidated, or dissolved as provided below. 4. CONTRIBUTIONS OF CAPITAL 4.1 The capital to be contributed initially to the Partnership by the General Partner and all the Limited Partners shall be cash. 4.2 The initial capital to be contributed by each Partner, General and Limited, shall be the sum t opposite his or her name in the attached Exhibit"A." 4.3 Each partner shall be personally liable to the Partnership for the full amount of his or her initial capital contribution. 4.4 The Limited Partners shall be required to make additional capital contributions to the Partnership, on written request by the General Partner, the Partner's pro rata share (the ownership percentage t opposite the name of each Limited and General Partner in Exhibit "A") of all costs, expens, or charges with respect to the operation of the Partnership 4.5 [add, if appropriate: and the ownership operation, maintenance, and upkeep of any Partnership property including but not limited to ad valorem taxes, debt amortization (including
interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expens, or charges exceed the income, if any, derived from the Partnership and the proceeds of any loans made to the Partnership. a. If any Partner fails or refus to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the General Partner shall be
x0cauthorized to declare forfeited Partner's capital account and ownership interest as liquidated damages for the failure. 5. PROFITS AND LOSSES
5.1 The amount of net profits and net loss of the Partnership to be allocated to and charged against each Partner shall be determined by the percentage t opposite his or her name in Exhibit "A." 5.2 The term "profits" is hereby defined to mean income or gain of whatsoever kind actually incurred by the Partnership or which, becau of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. 5.3 The term "loss" is hereby defined to mean any deduction, expenditure, or charge actually incurred by the Partnership or which, becau of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. 5.4 Cash, when available, may be distributed by the General Partner to all Partners in the same ratio as profits and loss are shared. a. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or loss of the Partnership from operations; provided, that no cash distributions shall be made that will impair the ability of the Partnership to pay its just debts as they mature. b. The General Partner shall determine when, if ever, cash distributions shall be made to the Partners, pursuant to the provisions and the tenor of this Agreement. c. There shall be no obligation to return to the General Partner or the Limited Partners, or to any one of them, any part of their capital contributed to the Partnership, for so long as the Partnership continues in existence. d. No General or Limited Partner shall be entitled to any priority or preference over any other Partner as to cash distributions. e. No interest shall be paid to any Partner on the initial contributions to the capital of the Partnership or on any subquent contributions of capital. 6. OWNERSHIP OF PARTNERSHIP PROPERTY
6.1 All real property, including all improvements placed or located thereon, and all personal property acquired by the Partnership shall be owned by the Partnership, such ownership being subject to the other terms and provisions of this Agreement. a. Each Partner hereby expressly waives the right to require partition of any Partnership property or any part thereof.
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FISCAL MATTERS
7.1 The Partnership's books and records and all required income tax returns shall be kept or made on a calendar year basis. a. The General Partner shall determine whether the cash or accrual method of
accounting is to be ud in keeping the Partnership records. 7.2 The General Partner shall keep at the principal place of business and make available to all Partners at any time during normal business hours, just and true books of account and all other Partnership records. a. The copying by a Partner, or his designated agent, of any part or all of such records, at the personal expen of that Partner, is specifically authorized. b. Within not more than ninety (90) days after the clo of each calendar year of the Partnership, the General Partner shall furnish to all Partners a year-end balance sheet for the Partnership and a full and detailed financial report on the business operations of the Partnership for and during the entire preceding year. c. The General Partner shall furnish to all partners their Federal and State income tax forms, including statements of the net distributable income or loss to each Partner from the operation of the Partnership. d. All of the above duties and rvices to be performed by the General Partner shall be deemed an expen of the Partnership. 7.3 The General Partner shall receive all monies of the Partnership and shall deposit the same in one or more Partnership banking accounts. a. All expenditures by the General Partner shall be made by checks drawn against the Partnership banking account. 8. MANAGEMENT OF PARTNERSHIP AFFAIRS
8.1 The General Partner shall have sole and exclusive control of the Limited Partnership. a. Subject to any limitations expressly t forth in this Agreement, the General Partner shall have the power and authority to take such action from time to time as the General Partner may deem to be necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Limited Partnership, including without limitation the power to:
x0c(1) Acquire or dispo of real property (including any interest in real property) for cash, curities, other property, or any combination of them, on such terms and conditions as the General Partner may, from time to time, determine (including, in instances where the property is encumbered, on either an assumption or a "subject to" basis); (2) Finance the Partnership's activities either with the ller of the property or by borrowing money from third parties, all on such terms and conditions as the General Partner deems appropriate. In instances where money is borrowed for Partnership purpos, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, and grant curity interest in Partnership properties for the repayment of such loans. (3) Acquire, own, hold, improve, manage, and lea the property, either alone or in conjunction with others through partnerships, limited partnerships, joint ventures, or other business associations or entities; (4) Employ, retain, or otherwi cure or enter into other contracts with personnel or firms to assist in the acquisition, development, improvement, m
he Partnership as General Partner. a. Any such withdrawal shall have the effect of terminating the Partnership as of the clo of business on that day. b. The bankruptcy, death, incapacity, or resignation of the General Partner shall result in the termination of the Partnership as of the clo of business on the last day of the calendar year in which the event occurs. 12.2 The Partnership may be terminated on any date specified in a notice of termination, signed by the General Partner and by a majority of all the Limited Partners. As ud in this Agreement, a majority of the Limited Partners means Limited Partners having in the aggregate a majority of the capital interest of the Limited Partners in the Partnership as of the time the notice of termination is executed. a. The death or incapacity of a Limited Partner shall have no effect on the life of the Partnership, which shall continue. 12.3 On the termination of the Partnership, regardless of how it is terminated, the affairs of the Partnership shall be wound up by the General Partner. a. If for any reason there is no General Partner, or if the General Partner refus to rve or is incapable of rving, a majority in interest, not in number, of the Limited Partners may appoint or designate a Trustee in Liquidation who shall rve to wind up the affairs of the Partnership. b. The Trustee in Liquidation need not be a commercial corporate trustee, need not be bonded, and may be a Limited Partner. Whoever rves to wind up the affairs of the Partnership, the following procedure shall be followed: c. On termination, the asts of the Partnership shall be applied to payment of the outstanding Partnership liabilities, although an appropriate rerve may be maintained and the amount determined by the General Partner or Trustee in Liquidation for any contingent liability, until that contingent liability is satisfied. d. The balance of the rerve, if any, shall be distributed together with any other sum remaining after payment of the outstanding Partnership liabilities to the
x0cPartners as their interest appears on Exhibit "A," unless otherwi provided in this Agreement. e. At the time of the termination of the Partnership, no Partner, either General or Limited, shall be liable to the Partnership for the repayment of any deficit in his or her capital account resulting from the allocation of non-cash items such as depreciation to that Partner's capital account; provided, however, that any deficit resulting from cash withdrawals by the Partner shall be repaid to the Partnership and be available for distribution hereunder. 12.4 Nothing contained in this Agreement shall defeat the right of either a Limited or a General Partner to require and to obtain a court-supervid winding up, liquidation, and dissolution of the Partnership. a. No Partner shall be entitled to demand a distribution be made in Partnership property, but the General Partner may make or direct property distributions to be made, using the
or she agrees to hold the General Partner and the Limited Partners or any person controlling the Limited Partnership and their respective successors, assigns, or other controlling persons harmless and to indemnify them against all liabilities, costs, and expens incurred by them as a result of any sale or distribution by him or her in violation of the Securities Act of 1933. j. All reprentations, warranties, and indemnities made by the Limited Partner with reference to the Securities Act of 1933 shall be deemed to be equally applicable in connection with the curities law of the State of __________ or any other state of the United States of America. 14. COMPENSATION OF GENERAL PARTNER
14.1 The General Partner, or his or her assignees, shall be entitled in consideration of the General Partner's expens and rvices in the location, purcha, and ultimate sale of the Partnership's property, to be paid in the following minimum amounts: a. __________ percent (_____%) of the gross purcha price of the Partnership's property as described in Exhibit "B" shall be paid to the General Partner at purcha closing.
x0cb. __________ percent (_____%) of the gross lling price of the Partnership's property as described in Exhibit "B" shall be due and payable without interest at final sale closing. 14.2 Notwithstanding anything stated in this Agreement to the contrary, it is understood and agreed that the General Partner shall apply as a credit to the General Partner's reimburment amounts described above any money, compensation, or payment in kind that the General Partner may receive from any source, directly relating to the purcha or sale of Partnership property as described in Section 1.3 during the term of this Agreement. 15. LIMITED PARTNERS' RIGHT TO SELL PARTNERSHIP PROPERTY 15.1 The General Partner may be directed to ll property on written instructions executed by Limited Partners owning collectively at least __________ percent (_____%) in interest, not in number, in the Partnership. 16. MISCELLANEOUS PROVISIONS 16.1 This Agreement may be amended or modified by the Partners from time to time only by a written instrument executed by Partners owning collectively at least __________ percent (_____%) in interest, not in number, in the Partnership. 16.2 Except, as may otherwi be specifically provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addresd to the parties at the respective address t forth in Exhibit "A" or at such other address as may have been specified by written notice delivered in accordance with this paragraph. 16.3 This Agreement shall be construed under and in accordance with the laws of the State of __________, and all obligations of the parties created hereunder are performable in [County, __________]. 16.4 The parties c
ovenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effect and carry out the Partnership created by this Agreement. Signed on ______________________. GENERAL PARTNERS Name Address Date
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x0cLIMITED PARTNERS Name Address Date
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