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1470.BLD
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1993-01-06
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#1470
@001 Enter the names of the general partners:
@002 Enter the names of the limited partners:
@147 Enter the state where formed:
@148 Enter the name of the limited partnership:
@815 Enter main business purpose of the partnership:
@820 Enter the address of the principal place of business:
@821 Enter the date when the partnership shall cease:
@822 Enter the last date for capital contributions:
#1471/#1472 The limited partners:
are fully paid and may be called on to contribute further
are not fully paid and may be called on to contribute further
#if#1472
@777 Enter maximum percentage of additional contribution:
#endif
#1473
@823 State percentage of general partner's interest (numerals):
@824 State percentage of limited partner's interest (numerals):
@827/@827 The partnership's tax year will be:
a calendar year
KEY IN VALUE
#1474/#1475 Limited partners may:
freely assign their interests
only assign their interests with the permission of partners
#1476
#end control section
#1470
/* Para. 1470: Limited partnership agreement */
LIMITED PARTNERSHIP AGREEMENT
@001, referred to as GENERAL PARTNERS, and @002, referred to as
LIMITED PARTNERS, agree:
That they herewith form a limited partnership under the laws of
the state of @147, under the name of @148.
The purpose of the partnership is to engage in the business of
@815 and to have all powers necessary or useful to engage in
business described. Without limitation this shall include the
power to own, sell or lease property.
3. The principal place of business shall be @820.
4. The partnership term begins on the date of this Agreement and
shall continue until @821, when it shall dissolve under the terms
of this Agreement.
5. Each partner has contributed, or will contribute by @822 the
amount shown next to their signature to this Agreement.
#1471
/* Para. 1471: Further contributions not required */
Limited partners shall not be required to contribute additional
capital.
#1472
/* Para. 1472: Further contributions not required */
Limited partners may be required to contribute additional
capital. The amount of the same shall not be more than @777
percent of their initial capital contributions. Said calls may be
made by a vote of the majority of the general partners voting per
capita.
#1473
/* Para.1473-- more stuff */
Each partner shall have a capital account that includes invested
capital plus that partner's allocations of net income, minus that
partner's allocations of net loss and share of distributions.
Net income and net loss shall be allocated as follows:
a. @823 percent to the General Partner.
b. @824 percent to the Limited Partners, according to their
respective percentage ownerships interests.
Except as otherwise expressed stated in this Agreement, the
General Partner shall manage the partnership business and have
exclusive control over the partnership business, including the
power to sign deeds, notes, mortgages, deeds of trust, contracts,
leases, and direction of business operations.
The limited partners shall have all powers which may lawfully be
granted to limited partners under the laws of the State of @147.
Accounting
The partnership's tax or fiscal year shall be @827. The General
Partner shall make any tax election necessary for completion of
the partnership tax return.
#1474
/* Para. 1474 Assignment */
A limited partner may assign his or her rights to receive
distributions, net income and net loss to any person without
causing a dissolution of this partnership. No assignment will be
effective until the general partner is notified in writing of the
same.
#1475
/* Para. 1475: Non assignable units */
Assignment
No limited partners may assign, transfer, sell any interest in
the partnership or any interest in partnership assets without the
prior written approval of a majority of the partners voting by
their respective capital contributions. Any assignment under
this section which is approved by the general partners shall not
cause the dissolution of the partnership.
#1476
/* Para 1476: Close */
This agreement may only be amended by the written agreement of
all Partners.
This instrument contains the entire Agreement of the parties and
any modifications shall be required to be in writing and signed
by the parties affected by the modification, or who have the
right to cause the change.
Dated: ________________________________________
Name & Address Capital Contribution Percentage Interest