2021年1月23日发(作者：goemon)
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 Losses
Ownership of Partnership Property
Fiscal Matters
Management of Partnership Affairs
Liabilities
Prohibited Transactions
Restrictions on Transfers
Termination of the Partnership:
Representations 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 (
the individuals whose names are set forth on Exhibit
limited partners (

1.

FORMATION

1.1
The parties hereby form a Limited Partnership (Partnership) under and pursuant to
the __________ Revised Limited Partnership Act, Article 6132a-1 of the Revised 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 cause to be filed
and otherwise 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 purposes of signing and attesting to such
original or amended Certificates of Limited Partnership.

1.4
The purpose of the Partnership shall be as follows: to buy, manage and sell, 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



[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 elsewhere.

2.5.
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 addresses or places of

residence of the Limited Partners of this
Partnership are set forth in Exhibit

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 those listed in the attached Exhibit

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 set opposite his or her name in the attached Exhibit


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 set opposite the name of each Limited and General Partner in
Exhibit
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, expenses, 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 refuses to contribute the entire amount of the initial
capital called for and/or the additional capital as called for, the General Partner shall be
authorized 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 losses of the Partnership to be allocated to and
charged against each Partner shall be determined by the percentage set opposite his or her
name in Exhibit

5.2
The term
actually incurred by the Partnership or which, because of generally accepted accounting
procedures, must be deemed to have been incurred by the Partnership.



5.3
The term
charge actually incurred by the Partnership or which, because 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 losses are shared.



a.
Cash distributions from the Partnership may be made by the General
Partner to all Partners without regard to the profits or losses 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 subsequent 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.

7.

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 used 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 expense of that Partner, is specifically authorized.



b.
Within not more than ninety (90) days after the close 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 services to be performed by the General
Partner shall be deemed an expense 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 set 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:


(1) Acquire or dispose of real property

(including any interest in real property)
for cash, securities, 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


basis);


(2) Finance the Partnership's activities

either with the seller 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 purposes, the General Partner

shall be, and hereby is, authorized to pledge,
mortgage, encumber, and grant security interest in Partnership

properties for the
repayment of such loans.


(3) Acquire, own, hold, improve, manage, and lease 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 otherwise secure or enter into other contracts with
personnel or firms to assist in the acquisition, development, improvement, management,
and general operation of the Partnership properties, including, but not limited to,

real
estate brokers or agents, supervisory, development and/or building management agents,
attorneys, accountants,

and engineers, all on such terms and for such consideration as
the General Partner

deems advisable; and


(5) Take any and all other action which is permitted under the __________
Limited Partnership Act and which is customary or reasonably related to the acquisition,
ownership, development, improvement, management, leasing, and disposition of real,
personal, or mixed property.

8.2
The General Partner shall exercise ordinary business judgment in managing the
affairs of the Partnership.



a.
Unless fraud, deceit, or a wrongful taking shall be involved, the General
Partner shall not be liable or obligated to the limited Partners for any mistake of fact or
judgment made by the General Partner in operating the business of the Partnership
resulting in any loss to the Partnership or its Partners.



b.
The General Partner does not, in any way, guarantee the return of the
Limited Partners' capital or a profit from the operations of the Partnership.


c.
Neither shall the General Partner be responsible to any Limited Partner
because of a loss of his or her investment or a loss in operations, unless it shall have been
occasioned by fraud, deceit, or a wrongful taking by the General Partner.



d.
The General Partner shall devote such attention and business capacity to
the affairs of the Partnership as may be reasonably necessary.



(1) In this connection, the parties hereby acknowledge that the General
Partner may be the manager or general partner of other partnerships and may
continue to manage other partnerships, and may continue to engage in other
distinct or related business.

8.3

All Partners recognize that sometimes there are practical difficulties in doing
business as a Limited Partnership occasioned by outsiders seeking to satisfy themselves
regarding the capacity of the General Partner to act for and on behalf of the Partnership,
or for other reasons.


a.
The Limited Partners hereby specifically authorize the General Partner to
acquire all real and personal property, arrange all financing, enter contracts, and complete
all other arrangements needed to effect the purposes of this Partnership, either in the
General Partner's own name or in the name of a nominee, without having to disclose the
existence of this Partnership.



b.
If the General Partner decides to transact the Partnership business in his
own name or in the name of a nominee, the General Partner shall place a written
declaration of trust in the Partnership books and records that acknowledges the capacity
in which the nominee acts and the name of the Partnership as true or equitable owner.

8.4
The General Partner may be removed by the affirmative vote of [specify
percentage] (_____%) in interest, not in number, of the Limited Partners.



a.
The written notice of a General Partner's removal shall be served on the
General Partner by certified mail.



b.
The notice shall set forth the day on which the removal is to be effective,
which date shall not be less than thirty (30) days after the service of the notice on the
General Partner.



c.
On the removal of the General Partner, the Limited Partners shall elect a
new General Partner on the vote of [specify percentage] (_____%) in interest, not in
number, of the Limited Partners, at a special meeting called for that purpose.

d.
The removal of a General Partner shall cause the General Partner's interest
in the Partnership to be converted to a Limited Partnership interest but shall not alter or
change the rights or responsibilities pursuant to paragraphs 11.2 and 11.3 of this
Agreement.

8.5
The General Partner and/or the General Partner's assignees or appointees shall
receive a management fee, payable monthly, which shall not exceed [specify percent]
(_____%) of the gross revenue, that is, of the total monthly receivables of all rentals, of
the Partnership.

8.6
The Limited Partners shall not have either the obligation or the right to take part,
directly or indirectly, in the active management of the business.

a.
No Limited Partner is authorized to do or perform any act or deed in the
name of, for, or on behalf of either the General Partner or the Partnership.

b.
No Limited Partner is authorized to and shall not be permitted to do any
act or deed that will cause the Limited Partner to be classified as a General Partner of the
Partnership.

9.

LIABILITIES

9.1
The liability of the General Partner arising from carrying on the business affairs
or operations of the Partnership or for the debts of the Partnership is unrestricted.



a.
The liability of the Limited Partners with regard to the Partnership in all
respects is restricted and limited to the amount of the actual capital contributions that
each Limited Partner makes.

9.2
Nothing in this Agreement shall prevent or act against a loan of funds from the
General Partner or a Limited Partner to the Partnership on a promissory note or similar
evidence of indebtedness, for a reasonable rate of interest.



a.
Any Partner lending money to the Partnership shall have the same rights
regarding the loan as would any person or entity making the loan who was not a Partner
of the Partnership.

10.

PROHIBITED TRANSACTIONS

10.1
During the time of organization or existence of this Limited Partnership, neither
the General nor the Limited Partners shall do any one of the following:


a.
Use the name of the Partnership, or any

substantially similar name, or
any trademark or trade name adopted by the Partnership, except in the ordinary course of
the Partnership's business;


b.
Disclose to any non-partner any of the Partnership business practices,
trade secrets, or any other information not generally known to the business community;


c.
Do any other act or deed with the

intention of harming the business
operations of the Partnership;


d.
Do any act contrary to the Limited

Partnership agreement, except with
the prior expressed approval of all Partners;