Customized Limited/General Partnership Agreements


If you have drafted the document please attached here to upload to our server.

Type of Agreement:

Limited Partnership Agreement Family Limited Partnership Agreement General Partnership Agreement
Joint Venture Agreement

Partnership Information

Name of Partnership:

Purpose

purposes include management of real estate

Principal place of business

Name and Address of Registered Agent (if any, in addition to Sec. of State)

Name of Tax Matters Partner (if any)

If a General Partnership or Joint Venture

Is the Partnership to have one or more Managing Partners authorized to make business decisions for the Partnership?
Yes No
Are Managing Partners to be elected? [usually no] Yes No
If so, Managing Partners are to be elected by what vote majority 2/3rds 75% unanimous
other

If the Partnership is a Limited Partnership identify the General Partner(s), or if it is a General Partnership identify any Managing Partner(s)

Name of General/Managing Partner #1
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #2
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #3
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #4
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #5
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #6
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #7
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #8
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership

Name of General/Managing Partner #9
male female corporation partnership LLC
Street Address
City State Zip Tele. No.
Capital contribution Interest in Partnership
Identify any other General/Managing Partners on a separate sheet and attach at the top of this form

General/Managing Partners are not required to make any capital contribution
General/Managing Partners are not required to make any FURTHER capital contribution

Identify the initial Limited Partner(s), or if a General Partnership identify by General Partner(s) who are not Managers

Name of Limited Partner #1
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

Name of Limited Partner #2
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

Name of Limited Partner #3
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

Name of Limited Partner #4
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

Name of Limited Partner #5
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

Name of Limited Partner #6
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

Name of Limited Partner #7
male female corporation partnership LLC
Street Address
City State Zip
Capital contribution Interest in Partnership

If you have more then 9 managers upload a text file at the end of this questionaire.

General Partnership or Joint Venture Structure

If a General Partnership or Joint Venture
May a new Partner be admitted to the Partnership with LESS THAN the unanimous consent of the other Partners?
Yes   No   If yes, what consent: 75% in interest 2/3rds in interest majority in interest other:   

If a General Partnership or Joint Venture
What consent is to be required to continue the business of the Partnership?
unanimous consent 75% in interest 2/3rds in interest majority in interest other:  

If a General Partnership or Joint Venture
If a Partner desires to voluntarily withdraw, must the Partner first get the consent of some or all of the other Partners?
  Yes   No   If yes, what consent:   unanimous consent 75% in interest 2/3rds in interest majority in interest   other:   

If a General Partnership or Joint Venture
In general, decisions reserved to the Partners are to be made by what vote?
  majority 2/3rds 75% unanimous other:

If a General Partnership or Joint Venture
Is the Agreement to provide for annual meetings of the Partners? Yes   No

If a General Partnership or Joint Venture
It is possible to provide for assignment of allocations and distributions (i.e., just financial interests in the Partnership), without including voting rights and other rights of a Partner.  Is the Agreement to provide for assignment of allocations and distributions to:

relatives of a Partner without consent;   another Partner without consent;  

to any person with the following consent:   no consent required

unanimous (all Partners) 75% 2/3rds majority other:  


If this is a Family Limited Partnership are gifts of Partner's interests to be rendered gifts of present interests by:

giving all Partners rights to sell subject to a right of first refusal

owners of new interests may redeem such interests

giving donees rights to sell-back their interests to the Partnership

If a General Partnership or Joint Venture
Amendments of the Partnership Agreement which directly change the financial share of each Partner will require unanimous consent.  Do you wish to provide for other types of amendments with less than unanimous consent?
 Yes  No   If so, what consent:   75% 2/3rds other:  

If a General Partnership or Joint Venture
A decision to dissolve the Partnership is to be made the following vote:
  unanimous 75% 2/3rds majority other:  

If a General Partnership or Joint Venture
With regard to whether a Partner may engage in competing business activities:  
the Agreement is to be silent on the subject
Partners are expressly to have the right to engage in competing businesses
each Partner is to covenant not to compete while a Partner and for period after membership in the Partnership ceases

Enter period and area:  

Limited Partners Interests are to be syndicated   Prepare Offering Memorandum

Total amount of Interests to be syndicated:  

Total percentage Interests to be syndicated:     

Total number of "units":  

Percentage Interest of one "unit":

Price for one "unit":  

Price of smallest PORTION of a "unit" which may be purchased:  

Minimum amount of Interests that must be sold if offering is to be effective:  

Date by which minimum must be sold:  

General Partners may extend date: How many months:

Approx. net worth of General Partners:   as of

Minimum net worth of an investor:  

Provide opinion of counsel re status of Partnership

Agreement to recite TOTAL of all capital contributions:  

Limited Partners may pay portion of capital contribution on future dates

Pursuant to note Down payment:  
Schedule of payments:  

Obligation to be secured by: The Interests
Letters of credit - Bank:   Both

Date of Partnership Agreement: "as of"

The term of Partnership to expire on: Prepare Certificate of Limited Partnership

Is Agreement to be a short form, rather than a long form?  [usually no] Y   N

Is Agreement to be strongly protective of rights of Limited Partners, rather than the traditional bias in favor of General/Managing Partners?  [usually no] Y   N

(if not a syndication) General/Managing Partners may admit additional Limited Partners for capital contribution of  for each percentage Interest (max: )

General Partners may "convert" up to 95% of General/Managing Partners Interests into Limited Partners Interests for future sale

If Partnership requires additional funds:

General/Managing Partners may advance funds

As an interest bearing loan - Rate: per annum

No interest may be charged

Limited Partners may advance funds (if General Partners fail to do so) as an interest bearing loan
Rate: per annum

Agreement is to be silent

Are the General/Managing Partners to be paid:

Management fee -  per annum

Marketing supervision fee - per annum

Partnership formation fee:  

No compensation

Annual report to be audited by certified public accountant.  
The General/Managing Partners also are to provide:   monthly reports quarterly reports both

Real Estate

Partnership is to own realty

Identify Real Estate:  

Street Address:  
City, State ZIP:  

Common name:   Type/use:

Real Estate is:  

Owned by General/Managing Partners and to be contributed as a capital contribution - value:

To be acquired under existing contract

Date of contract:   Seller:
Purchaser:

to be acquired, but no contract has been executed

other:  

Partnership is to:

Merely operate existing structures

Construct low income housing

rehabilitate (under Tax Reform Act of 1986)

construct other type of building

If cost of acquiring Real Estate or constructing improvements exceeds
Limited Partners are to contribute of excess, up to

Mortgages, etc. must be nonrecourse

To employ a specific managing agent

Name:  

"Reasonable" compensation

Fee equal to of gross receipts

Plus incentive fee of in excess of

Consent of Limited Partners

Consent of Limited Partners is to be required for major acts. Vote required:  

Sale of all assets

Sale of Real Estate

Mortgaging of Real Estate

Borrowing of money - in excess of:  

settlement of claims - in excess of:  

Establishment of reserves - in excess of:  

Merger or consolidation


Partners are to have a right of first refusal for any Interest being sold (just rights to allocations and distributions, in the case of a General Partnership)  [Note that for family Limited Partnerships the right of first refusal is automatically included, so that gifts of partnership interests will be a present interest which qualifies for the annual gift tax exclusion.  See Technical Advisory Memorandum 9751003.]

If a General Partnership or Joint Venture
Are the other Partners to agree, in advance, to buyout (or have an option to buyout) the interest of a Partner who dies or becomes totally disabled or retires?  [usually no] Y N   If yes, answer the following:

Buyout on death

Option to buyout on death

Not Applicable

Buyout on disability

Option to buyout on disability

Not Applicable

Buyout on retirement ( option if terminated for cause)

Option to buyout on retirement

Not Applicable

Insurance (for death or disability is to be maintained by the Partners to pay the purchase price)

May pay in installments evidenced by a Note (rather than all cash)

How many monthly installments:

Any minimum amount for each installment:  

Rate of interest:

Percent of price as cash down payment:

The purchase price is to be based on:   book value fair value based on the assets and liabilities of the Partnership, to be stipulated annually or determined by appraisal  [ good will is to be taken into account, whether or not carried on the books]

Stipulate present value of 1% Interest:  

Stipulate minimum future value of 1% Interest:

Are disputes to be resolved by arbitration?   Y   N