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Complete Home & Office Legal Guide
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Complete Home and Office Legal Guide (Chestnut) (1993).ISO
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1993-08-01
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83 lines
LIMITED PARTNERSHIP AGREEMENT
_______________________________________, referred to as GENERAL
PARTNERS, and _______________________________, referred to as
LIMITED PARTNERS, agree:
That they herewith form a limited partnership under the laws of
the state of ________, under the name of ___________________.
The purpose of the partnership is to engage in the business of
___________________ 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 ________________.
4. The partnership term begins on the date of this Agreement and
shall continue until _________________, when it shall dissolve
under the terms of this Agreement.
5. Each partner has contributed, or will contribute by __________
____ the amount shown next to their signature to this Agreement.
Limited partners shall not be required to contribute additional
capital.
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. __ percent to the General Partner.
b. __ 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
Delaware.
Accounting
The partnership's tax or fiscal year shall be a calendar year. The
General Partner shall make any tax election necessary for
completion of the partnership tax return.
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.
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