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Master Limited Partnership Agreement

1. Introduction. Agreement forming a limited partnership (Partnership), dated [date], among [name], a [state] corporation having principal office at [address], and [name of individuals], residing at [address] (General Partners), [name of individual], residing at [address] (Initial Limited Partner), and such other limited partners as shall be admitted to Partnership pursuant to this Agreement (Limited Partners).

[Note: The Initial Limited Partner may be one or more of the General Partners, who, in that case, own interests in Partnership in two capacities.]

2. Partnership Name and Address. This Partnership is formed in accordance with the laws of [state]. Partnership's name will be [name], and its principal place of business will be located at [address].

3. Partnership Business. Partnership's business will be [description].

[Optional specific purposes Paragraph]

Partnership's business is limited to owning, operating, managing, and otherwise dealing with the property described in Schedule A [omitted] (Property), including leasing and mortgaging the Property and doing all other acts reasonably necessary in the conduct of the foregoing activities.

[Optional general purpose Paragraph--if Partnership is to use proceeds of the sale of limited partnership interests to acquire additional properties]

Partnership's business is limited to acquiring, operating, improving, leasing, selling, and otherwise developing and using real property, for investment and profit, and all activities related thereto.

4. Duration of Partnership. The term of Partnership will begin on [date] and end on [date] unless terminated sooner in accordance with this Agreement.

5. General Partners' Capital Contributions. General Partners will make capital contributions to Partnership, as listed in this Paragraph 5, no later than [date].

The cash contributions will be:

[schedule of cash contributions showing General Partners' names and cash contributed]

In addition, [name of General Partner] will transfer or cause to be transferred to Partnership the Property, subject only to (a) a mortgage indebtedness not to exceed ........ dollars ($........) and (b) accrued real estate taxes for [year]. For purposes of General Partners' capital accounts, such contribution will have a value of ........ dollars ($........).

6. Limited Partners' Capital Contributions. Initial Limited Partner will make a cash contribution of ........ dollars ($........) to Partnership no later than [date].

Other Limited Partners shall make a cash contribution to Partnership of ........ dollars ($........) each, as provided in Paragraph 7 of this Agreement.

7. Sale of Limited Partnership Interests. General Partners will raise capital for Partnership by selling not more than [number] Limited Partnership Interests. General Partners will have complete discretion regarding the terms of the sale of such interests, except as otherwise required under this Paragraph 7.

Purchasers of such interests must contribute ........ dollars ($........), in cash, to the capital of Partnership. Such interests may be sold to third parties and/or purchased by General Partners.

Sale of all Limited Partnership Interests are contingent on receipt by General Partners of agreements to purchase at least [number] Limited Partnership Interests on or before [date]. If such condition is not satisfied, General Partners will terminate the sale of Limited Partnership Interests, cancel any agreements to sell such interests that have already been made, and refund all monies received thereunder. Pending satisfaction of the condition described above, General Partners shall keep all monies received pursuant to such purchase agreements in a segregated bank account, in escrow for the purchasers.

General Partners are authorized to prepare and file all registration statements and documents required by the Securities and Exchange Commission and the relevant state securities commission (or similar agency) in connection with the offer and sale of Limited Partnership Interests. General Partners are also authorized to execute and perform all agreements reasonably required by underwriters and other parties in connection with the offer and sale of Limited Partnership Interests to the public.

[Optional Paragraph]

If the monies received by Partnership from the public sale of Limited Partnership Interests are not expended on or before [date] in the conduct of Partnership's business, via acquisition of real property or payment of liabilities related thereto, then all monies not expended less a sum that General Partners deem reasonably necessary to retain as a working capital reserve shall be returned to Limited Partners (other than Initial Limited Partner). Each Limited Partner shall receive a share of such monies equal to the amount of Limited Partner's capital contribution to Partnership divided by the total amount of all capital contributions made by Limited Partners (other than Initial Limited Partner).

8. Division of Profit and Losses.

a. Allocation. All profits and losses of Partnership, except as provided in Paragraph 9, shall be allocated among Partners as follows:

General Partners ........ percent (........%)

Limited Partners ........ percent (........%)

Such profits and losses shall be allocated among General Partners in proportion to the value that their capital contribution to Partnership bears to the value of the total capital contributions of that class of Partners.

b. Definitions. For purposes of this Paragraph 8, profits and losses shall be determined in the same manner as Partnership determines profits and losses for federal tax purposes.

9. Distributions.

a. Operating Income. The net income of Partnership shall be distributed among Partners as follows:

General Partners ........ percent (........%)

Limited Partners ........ percent (........%)

[Optional Paragraph--preference in allocation of profits]

The net income of Partnership, from operation of Partnership property, will be distributed solely among Limited Partners [or, solely to General Partners] until the cumulative net income of Partnership equals ........ dollars ($........). Thereafter, [means of distribution, i.e., pursuant to Paragraph 9(a) above].

Such distributions shall be made among General Partners and Limited Partners in proportion to the value that their capital contribution to Partnership bears to the value of the total capital contributions of that class of Partners.

For purposes of this Paragraph 9, "net income" is defined as all cash receipts of Partnership (other than capital contributions) less (i) all payments made for normal operating expenses incurred by Partnership; (ii) payments to mortgages and other creditors of Partnership; and (iii) a sum that General Partners reasonably determine should be set aside as a reserve for contingencies.

Partnership distribution of net income shall be made at least quarterly [or, some other period] on and after [date] or such earlier date as General Partners determine, in their absolute discretion.

b. Gain on Sale of Partnership Property. The net proceeds received from the sale of Partnership property, or the refinancing of indebtedness relating to Partnership property, shall be distributed among the Partners as follows:

General Partners ........ percent (........%)

Limited Partners ........ percent (........%)

Such distributions shall be made among General Partners and Limited Partners in proportion to the value that their capital contribution to Partnership bears to the value of the total capital contributions of that class of Partners.

For purposes of this Paragraph 9, "net proceeds" is defined as the cash proceeds realized on the sale of property, or the refinancing of indebtedness after payment of any mortgage and other indebtedness relating to the property (if payment was required as a term of the sale of refinancing) and payment of all expenses incurred in connection with such sale or refinancing (including brokerage commissions, if any).

[Alternative Paragraph]

b. Gain on Sale of Partnership Property. The net proceeds received from the sale of Partnership property, or the refinancing of indebtedness relating to Partnership property, shall be distributed first to General Partners [or, to Limited Partners] until they have received an amount equal to the value of their original contribution to Partnership. Thereafter, such net proceeds shall be distributed among the Partners as follows:

General Partners ........ percent (........%)

Limited Partners ........ percent (........%)

Such distribution shall be made among General Partners and Limited Partners in proportion to the value that their capital contribution to Partnership bears to the value of the total capital contributions of that class of Partners.

For purposes of this Paragraph 9, "net proceeds" is defined as the cash proceeds realized on the sale of property, or the refinancing of indebtedness after payment of any mortgage and other indebtedness relating to the property (if payment was required as a term of the sale or refinancing) and payment of all expenses incurred in connection with such sale or refinancing (including brokerage commissions, if any).

10. Liability of Limited Partners for Losses. Notwithstanding the provisions of Paragraph 8 of this Agreement, Limited Partners will not be liable for any Partnership debts or losses beyond the amounts to be contributed by them pursuant to Paragraph 6 of this Agreement.

11. Loans by Partners to Partnership. If any Partner loans monies to Partnership, such loan shall not be treated as a capital contribution, nor shall it increase the size of his capital account; it shall become a credit obligation of Partnership to Partner, to be repaid (including all accrued interest) as any other loan to Partnership would be repaid, as per its terms or this Agreement.

12. Powers of General Partners. The business of Partnership shall be managed solely by General Partners. General Partners are authorized, among other things, to do the following, as long as such action is consistent with the purposes of Partnership:

a. Purchase real property and interests in real property;

b. Sell real property owned by Partnership;

c. Lease real property owned by Partnership;

d. Borrow money and grant mortgages or security interests in Partnership property in exchange for any such loan; and

e. Refinance any loan secured by Partnership property.

13. Limitations on General Partners' Powers. General Partners may not do any of the following:

a. Incur a total indebtedness on behalf of Partnership in excess of ........ dollars ($........);

b. Purchase any real property other than income-producing real property improved with [type of improvement, e.g., office buildings];

c. Purchase any real property from any of General Partners or any entity or person affiliated with any General Partner (for purposes of this Paragraph 13, an entity or person is affiliated with a General Partner if (i) it, he, or she is an officer, Director, more than ........ percent (........%) shareholder, or General Partner of a General Partner, or (ii) it, he, or she controls, is controlled by, or is under common control with General Partner); and

d. Contract, in any manner, on behalf of Partnership with any General Partner or any person or entity affiliated with any General Partner, except as specifically authorized in this Agreement.

14. Limited Partners Not to Manage Business. Limited Partners will not manage the business of Partnership nor assist in its management. No Limited Partner will, in his capacity as a Limited Partner, act as agent of Partnership or have the right to bind Partnership.

15. Books and Records. Partnership books of account will be kept in accordance with generally accepted accounting principles. The books and supporting records will be maintained at Partnership's principal office and will be examined by Partnership's certified public accountants at least [frequency of examination]. Partnership's fiscal year will start on [day and month] and close on [day and month]. Partnership's certified public accountants will prepare an income statement and balance sheet for each fiscal year within [number] months after the end of the fiscal year. These financial statements will be binding upon Partners as to income or losses and the balances in Partners' income and capital accounts.

General Partners will also maintain at Partnership's principal office the following documents and records:

a. A current list of all Partners, including the full name, current address, and capital contribution of each Partner;

b. The original, executed Partnership Agreement, the Certificate of Limited Partnership, and all amendments to either;

c. Partnership's trade name certificate;

d. Copies of all Partnership's federal, state, and local tax or information returns; and

e. Copies of all documents filed with the Securities and Exchange Commission and state securities commissions (or similar agencies).

16. Reports.

a. Quarterly Statements. Within [number] days after the close of each calendar quarter, General Partners will cause to be prepared and will furnish to all Partners a detailed unaudited financial statement, which General Partners will state as true and correct to the best of their knowledge. This statement will show the results of the operations of Partnership for such period and its financial condition as of the close of such period.

b. Annual Statements. Within [number] days after the end of each fiscal year, General Partners will cause to be prepared by an independent certified public accountant and will furnish to all Partners:

i. A balance sheet of Partnership as of the end of the fiscal year and a related statement of income or loss for Partnership for such fiscal year, certified by such accountants;

ii. A statement setting forth in reasonable detail each Partner's share of Partnership's profit or loss for such fiscal year; and

iii. Such other information as may be reasonably necessary in order to enable Partners to prepare their tax returns.

c. Tax Returns. General Partners shall cause to be prepared and shall file all income tax returns or information returns required under federal, state, or local law.

17. Limited Partners' Right to Assign. A Limited Partner may assign Limited Partner's Limited Partnership Interest in Partnership, and the Assignee will become a substituted Limited Partner, provided the following conditions are satisfied:

a. The assignment is of an interest in Partnership that represents not less than one Limited Partnership Interest as described in Paragraph 7 of this Agreement;

b. An executed, written assignment of Limited Partnership Interest, satisfactory to General Partners, is delivered to General Partners;

c. The assignment would not cause Partnership to violate the provisions of any applicable state or federal securities laws or regulations, or to be deemed terminated, for tax purposes, under the then-applicable provisions of the Internal Revenue Code; and

d. An assumption, in writing, of all of the terms of this Agreement, as the same may be amended, by the Assignee, in form satisfactory to General Partner, is delivered to General Partners.

[Note: An amendment of the Certificate of Limited Partnership is required under the partnership laws of most states when an assignment of a Limited Partnership Interest takes place. It is not required, however, under the Revised Uniform Limited Partnership Act of 1985].

18. Effect of Death, Bankruptcy, or Withdrawal of Limited Partner. The death of a Limited Partner, the bankruptcy of a Limited Partner, the assignment of the interest of a Limited Partner, or the substitution of a new Limited Partner for a Limited Partner will not affect the continuity of Partnership or the conduct of its business.

19. No Termination Due to Acts of General Partner. The death, expulsion, bankruptcy, or withdrawal of a General Partner from Partnership shall have no effect on the continuance of Partnership. Rather, Partnership may continue its business by complying with the following requirements:

a. Payment to the deceased, bankrupt, expelled, or withdrawn General Partner of a price equal to [means to calculate price, e.g., capital account or fair market value]

b. Execution and delivery to the deceased, bankrupt, expelled, or withdrawn General Partner of such indemnification agreements as General Partner may reasonably request

c. Amendment of the Certificate of Limited Partnership to reflect the change in composition of Partnership

[Optional additional Paragraph]

d. Election to continue the business of Partnership by a vote of ........ percent (........%) of Limited Partners (with each Limited Partnership Interest, as described in Paragraph 7, entitled to one vote)

20. Events of Dissolution. The following events shall cause dissolution of Partnership:

a. Expiration of the term of Partnership, as specified in Paragraph 4;

b. Sale by Partnership of all of Partnership's real property or interests in real property, including promissory notes received in the sale of any property;

c. A decision to terminate Partnership made by a vote of ........ percent (........%) of the Limited Partnership Interests (with each interest, as defined in Paragraph 7, counted separately for such purpose); and

d. The expulsion of all existing General Partners and the failure to substitute one or more General Partners in their stead.

21. Liquidation. On dissolution or termination of Partnership, the assets of Partnership will be liquidated. Its assets, including its goodwill and name, will be sold in the manner designed to produce the greatest return. The proceeds of the liquidation will be distributed in the following order:

a. Discharge of Partnership's debts and liabilities

b. Distribution to Limited Partners in payment of the balances in their income accounts

c. Distribution to Limited Partners in payment of the balances in their capital accounts

d. Distribution to General Partners in payment of the balances in their income accounts

e. Distribution to General Partners in payment of the balances in their capital accounts

If the funds available for distribution are not sufficient to repay, in full, the capital accounts of any or all of the Partners, none of the Limited Partners (including Initial Limited Partner) has any claim or right against any of the General Partners.

For purposes of this Paragraph 21, the term "capital account" means the original capital contribution of each Partner, as specified in Paragraphs 5 and 6 of this Agreement, plus or minus the following:

a. Additional capital contributions made to Partnership by such Partner, if any

b. Net income allocated to a Partner but undistributed

c. Net proceeds from the sale of Partnership property allocated to a Partner but undistributed

d. Net losses allocated to a Partner's account

e. Returns of capital contributions to Partners pursuant to Paragraph 1

Within a reasonable period after liquidation of Partnership's assets has been completed, General Partners shall supply to each Limited Partner, as well as to each General Partner, an audited statement prepared by an independent certified public accountant listing all assets and liabilities of Partnership as of the date of liquidation and each Partner's share of the proceeds of the liquidation.

[Optional Paragraph]

22. Right to Remove General Partner.

a. Vote Requirement. A General Partner may be expelled by a [number, e.g., two-thirds, majority, unanimous] vote of Limited Partners for any of the reasons provided in Subparagraph 22(b). Each Limited Partnership Interest, as described in Paragraph 7, is entitled to one vote.

b. Bases for Expulsion. Reasons for which expulsion of a General Partner is authorized are limited to:

i. Acting in a manner detrimental to the business of Partnership or its reputation

ii. Being adjudged guilty of committing a felony under the laws of any state of the United States

iii. Defaulting under the terms of this Agreement, and failing to cure such default after receipt of written notice of default from Partnership

iv. Being adjudged insane or mentally incapacitated

v. Utilizing Partnership's business exclusively for General Partner's personal benefit

c. Notice and Hearing. If a General Partner is expelled, Partnership will give General Partner written notice of the expulsion. The expelled Partner, on receipt of the notice of expulsion, will have [number] days to request a hearing. Such request must be made in writing. If a hearing is requested, Partnership will appoint one impartial third party to the panel, the expelled partner will appoint one impartial third party, and such two appointees will appoint an additional third party to the panel. The panel composed of these three impartial parties will decide whether the expulsion is authorized under the terms of this Agreement.

If the expulsion is confirmed in such hearing, or if the expelled party does not request a hearing, remaining General Partners may continue the business of Partnership without liquidating Partnership. Expelled General Partner will be paid [formulas or criteria, e.g., the sum stated in the expelled Partner's capital account plus accrued but unpaid profits]. Remaining General Partners will furnish all indemnification and "hold harmless" agreements regarding Partnership operations that may be reasonably requested by expelled General Partner.

23. Power of Attorney. Each Limited Partner appoints [name of a General Partner], and each of such General Partner's duly authorized officers, as attorney-in-fact for each Limited Partner with the power of attorney to execute and file, in Limited Partner's name, the following documents:

a. A Certificate of Limited Partnership and any amendments to it that are required by state law;

b. Any other instrument that is required or advisable to be filed on behalf of Partnership under applicable state law;

c. Any instrument that may be necessary to effectuate the admission of any additional or substituted Limited or General Partner, the continuation of Partnership, or the dissolution of Partnership, in accordance with the terms of this Agreement;

d. A fictitious name certificate, as may be necessary under state law for any entity doing business under a fictitious or assumed name;

e. Any documents required to be filed with the Securities and Exchange Commission or state securities commission with respect to the offering of Limited Partnership Interests or the conduct of Partnership's business; and

f. Any instruments required under state law in order for Partnership to do business in any state other than the state in which it is formed.

24. Limitation of General Partners' Liability. General Partner(s) is (are) not liable or accountable to Limited Partners or Partnership for loss due to his (their) negligent actions or failure to act on behalf of Partnership. Rather, General Partner(s) is (are) liable only for (a) gross negligence or willful misfeasance or nonfeasance or (b) a breach of his (their) fiduciary duty to Partnership or any of its Partners.

25. Controlling Law. This Agreement will be interpreted under the law of [state]. Further, each General and Limited Partner consents to the jurisdiction of the courts of [state].

26. Notice. Service of notice upon Partnership will be made by registered or certified mail, return receipt requested, addressed to Partnership's principal place of business.

Service of notice upon any or all Partners will be made by registered or certified mail, return receipt requested, addressed to the addresses given in this Agreement or such other addresses as a Partner may from time to time give to Partnership.

27. Waiver of Right of Partition. All Partners agree that the property owned by Partnership will not be suitable for partition. Each Partner irrevocably waives any right Partner may have to seek a partition of any Partnership property.

28. Counterparts of Agreement. This Agreement may be executed in several counterparts. Each counterpart shall be deemed to be an original but all are deemed to be one instrument.

General Partners:

Limited Partner:

[name of corporation]

[name]

By: [signature]

[signature]

[name of individual]

[signature]

*** If Required By State Law ***

This Section for Notary:

Acknowledgment

State of _________

County of ________ [County]

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)