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Limited Partnership Agreement When 2 or more persons agree to become partners and form a partnership.
 General or Limited? What is the difference Which form should I buy
- It depends on the type of partnership you plan on forming.
- Within a General Partnership all partners are administrators of the partnership unless the partners have designated a manager or administrator. All the partners are jointly liable for the obligations of the partnership.
- Within a Limited Partnership there are 2 types of partners, general partners who manage the partnership and limited partners who contribute capital to the partnership but take no part in running the business. The general partners are personally liable for the partnership's debts. The limited partners are not personally liable for the partnership's debts beyond their capital contributions.
LIMITED PARTNERSHIP AGREEMENT $34.95 
TABLE OF CONTENTS
SECTION 1 NATURE AND PURPOSE OF AGREEMENT
RECITALS
SECTION 2 DEFINITIONS
SECTION 3 PARTNERSHIP
3.1 Partnership Name
3.2 Place of Business
3.3 Purpose of Partnership
3.4 Term of Partnership
SECTION 4 PARTNER'S CAPTIAL CONTRIBUTIONS
4.1 Partner's Contributions
4.2 Partner's Interest in Partnership
4.3 Banking
4.4 Capital Withdrawals
4.5 Capital Accounts.
4.6 Interest
4.7 Additional Capital.
4.8 Partnership Loans From Partners.
4.9 Profits and Losses
4.10 Legal Title to Partnership Property
SECTION 5 MANAGEMENT OF PARTNERSHIP
5.1 Management Authority of General Partner
5.2 Management Authority of Limited Partners
5.3 Liability Limitation of General Partner
5.4 Indemnification of General Partner
5.5 Liability Limitation of Limited Partners
5.6 Indemnification of Limited Partners
5.7 Hours Devoted to Partnership by General Partner
5.8 Partnership Meetings
5.9 Borrowing Money
5.10 Signatures on Checks
5.11 Salaries
5.12 Expenses
5.13 Accounting - Partnership's Books
5.14 Fiscal Year
SECTION 6 TRANSFER OF PARTNERSHIP INTEREST AND PARTNERSHIP RIGHTS
6.1 Right of First Refusal
6.2 Transfer Purchase Price
6.3 Written Notice to Partnership
6.4 Written Notice to Partners
6.5 Acceptance by Two or More Partners
6.6 Transfer Purchase Price Payment
6.7 Transfer to Third Party
6.8 Continuity of Partnership After Transfer
SECTION 7 EXPULSION OF A PARTNER
7.1 Expulsion of General Partner
7.2 Expulsion of Limited Partner
SECTION 8 DEATH OF A PARTNER
8.1 Purchase Partner's Interest Upon Death
8.2 Value of Deceased Partner's Interest
8.3 Payment of Deceased Partner's Interest
8.4 Continuity of Partnership After Death of Partner
SECTION 9 RETIREMENT OF PARTNER FROM PARTNERSHIP
9.1 Purchase Partner's Interest Upon Retirement
9.2 Value of Partner's Interest Upon Retirement
9.3 Payment of Partner's Interest Upon Retirement
9.4 Continuity of Partnership After Retirement of Partner
SECTION 10 BANKRUPTCY OF A PARTNER
10.1 Purchase Partner's Interest Upon Bankruptcy
10.2 Value of Partner's Interest Upon Bankruptcy
10.3 Payment of Partner's Interest Upon Bankruptcy
10.4 Continuity of Partnership After Bankruptcy of a Partner
SECTION 11 CONTINUITY OF PARTNERSHIP
11.1 Continuity of Partnership - General Partner
11.2 Continuity of Partnership - Limited Partner
SECTION 12 DISSOLUTION OF PARTNERSHIP
12.1 Dissolution
SECTION 13 GENERAL PROVISIONS
13.1 Separate Business Activities
13.2 Notices
13.3 Damages
13.4 Representation And Warranty
13.5 Entire Agreement
13.6 Severability
13.7 Spouses
13.8 Force Majeure
13.9 Gender
13.10 Headings
13.11 Attached Exhibit(s)
13.12 Language
13.13 Interpretation of Agreement
13.14 Counterparts
13.15 Applicable Law
SIGNATURE PAGE
EXHIBIT A - CONSENT FORM
EXHIBIT B - SPOUSE(S) CONSENT FORM
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