Templates
Legal
Limited Partnership Agreement Template

Limited Partnership Agreement Template

A Limited Partnership Agreement is a legal document that outlines the formation and operation of a limited partnership, including capital contributions, allocation of profits and losses, management authority, partner duties and liability limitations. It provides the framework for how the general partner manages the business and how the limited partner participates financially while limiting personal liability.

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Limited Partnership Agreement outlining formation terms, partner roles, contributions and profit allocations

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Used 189 times

Frequently asked questions

The Limited Partnership Agreement is a legally binding contract that establishes a limited partnership between a general partner and a limited partner. It sets out the formation of the partnership, capital contributions, allocation of profits and losses, management authority, partner obligations, transfer restrictions and dissolution procedures. This template reflects the key provisions found in a standard U.S. limited partnership structure, including capital accounts, tax matters, indemnification, withdrawal rules and dispute resolution. It ensures both partners clearly understand their rights, responsibilities and the extent of their liability.
Both the general partner and the limited partner complete the agreement. Each party enters the partnership name, state of formation, capital contributions, allocation percentages and any additional negotiated terms before signing.
Once signed, the completed agreement is kept with the partnership’s official records. It is not submitted to a government agency, although the general partner must file a Certificate of Limited Partnership with the state where the partnership is formed.

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