PARTNERSHIP GOVERNANCE
LIMITED PARTNERSHIP AGREEMENT
Ownership Structure, Capital Governance & Operational Terms
Legal
Limited Partnership Agreement Template
Set out how general and limited partners will work together with an agreement covering contributions, roles, profit sharing, liability, and exit terms in one clear document.
Template preview
Scroll to explore
1. Formation and ownership
1.1 Recitals and formation
The parties intend to conduct a lawful venture through Harborview Ventures, L.P. as a limited partnership. The GP shall file the certificate of limited partnership, appoint and maintain any required registered agent, and make other filings required in Delaware. The partnership commences as a legal entity when the applicable filing becomes effective. Its principal office is 1200 Market Street, Suite 1000, Wilmington, DE 19801; its purpose is acquiring and managing commercial real estate investments.
1.2 Partners and interests
The GP holds 10% and the LP holds 90% of the partnership interests. The parties shall confirm that all issued ownership interests total 100% before execution. Ownership interests, allocations of taxable income or loss, and rights to cash distributions are distinct; the applicable provisions of this Agreement control each separately.
Profit participation and loss allocations shall total 100% for each category, subject to mandatory tax-law allocation rules. No partner has an interest in specific partnership property solely by holding a partnership interest.
1.3 Admission and transfers
No additional partner may be admitted, and no partner may assign, pledge or transfer an interest, without the GP's written approval and the LP's written consent. Any permitted transferee receives economic rights only until admitted as a substituted partner through a written instrument, required approvals and updated filings. A transfer remains subject to applicable securities and tax law.
2. Capital contributions
2.1 Initial contributions
Each partner shall contribute the amount below in cash or property expressly accepted in writing by the GP. The contribution due date and any installment schedule are recorded in the contribution schedule following the partner summaries.
Contribution schedule: GP due October 15, 2026; LP due October 15, 2026. If installments apply, the parties shall attach a signed schedule stating each installment amount and due date. Property contributions require a mutually approved written valuation and transfer documentation.
2.2 Additional capital calls
The GP may propose an additional capital call by written notice stating its purpose, total amount, each partner's proposed share, due date and effect of nonpayment. A call is binding only after the written approvals required under Section 4.2. No LP is obligated to contribute beyond its stated commitment unless it separately agrees in writing. Before issuing any call, the GP shall disclose available reserves and reasonably foreseeable funding needs.
2.3 Failure to fund
If an approved contribution remains unpaid after written notice and a cure period of 15 days, the partnership may pursue an agreed remedy stated in the signed capital-call approval, including recovery of the unpaid amount or adjustment of future distributions, to the extent permitted by law. No dilution, forfeiture or interest charge applies unless its method was expressly approved in writing before the payment became due.
3. Financial administration
3.1 Capital accounts and records
The GP shall maintain a separate capital account for each partner, recording contributions, distributions and allocations under applicable tax rules. Partnership funds shall be held in accounts titled to the partnership and shall not be commingled with a partner's funds. The GP shall keep complete books, supporting transaction records and an interest register.
3.2 Profit, loss and tax allocations
Profits and losses shall be allocated according to the profit participation and loss allocation ratios in Section 1.2, except where applicable tax law requires a different allocation. The GP shall arrange required partnership tax returns and furnish each partner the information needed for its returns within the time required by law. Each partner remains responsible for taxes imposed on that partner, whether or not cash is distributed.
3.3 Available cash and distribution order
- The GP shall determine cash available for distribution after paying or reserving for operating expenses, debt service, taxes and reasonably anticipated partnership obligations.
- Subject to applicable law, available cash shall first be applied to any agreed return of unreturned capital: pro rata based on each partner's unreturned capital balance.
- Remaining available cash shall be distributed to the GP and LP at their respective profit participation ratios stated in Section 1.2, unless a signed distribution schedule specifies a different waterfall.
The GP shall review distributions quarterly and provide a written calculation with each payment. The GP may defer a distribution if payment would violate law, a financing covenant or a prudent reserve requirement, and shall explain the deferral in writing. Any tax distributions must be specified in a signed schedule: No separate tax distributions are required unless both partners approve them in a signed schedule.
3.4 Reports and inspection
The GP shall provide financial statements quarterly and reasonable access to partnership books during business hours on written notice, subject to confidentiality, privilege and applicable law. Each partner may obtain information reasonably related to its partnership interest.
4. Management and governance
4.1 Operational roles
4.2 Reserved decisions
The GP must obtain the LP's prior written consent before changing the partnership's purpose; amending this Agreement or the certificate in a manner materially affecting the LP; admitting a partner; approving a transfer; making a binding additional capital call; selling substantially all assets outside the ordinary course; merging or converting the partnership; incurring debt above $250,000; entering a material related-party transaction; or voluntarily dissolving the partnership. Consent does not confer ordinary-course management authority on the LP.
4.3 Conflicts and duties
The GP shall disclose any direct or indirect interest in a proposed partnership transaction before approval. Related-party transactions require the consent in Section 4.2 and terms no less favorable to the partnership than those reasonably available from an unrelated party, unless all affected partners agree otherwise in writing. Duties and any permissible modification of them remain subject to mandatory law.
4.4 GP succession
A GP may withdraw or be removed only under a written succession plan approved by the LP and applicable law. The plan must identify an eligible successor, address pending obligations and require timely amendment of formation filings. Until a successor is admitted, the parties shall take only actions necessary to preserve the partnership and its assets.
5. Liability and partner protections
5.1 Limited Partner liability
To the extent provided by the law of Delaware, the LP is not personally liable for partnership debts or obligations solely because it is an LP. This protection does not release unpaid agreed contributions, a separate guarantee, the LP's own misconduct or any liability that mandatory law imposes. Participation in express consent and information rights is governed by applicable limited partnership law.
5.2 General Partner liability
The GP's liability for partnership obligations is determined by applicable limited partnership law. Nothing in this Agreement limits a creditor's rights against the GP where such a limitation is prohibited. A partner's separate guarantee or other written undertaking remains enforceable according to its terms.
5.3 Indemnification and insurance
To the fullest extent permitted by law, the partnership shall indemnify a partner or authorized representative for reasonable losses and expenses arising from authorized partnership activities performed in good faith. Indemnification does not cover fraud, willful misconduct, knowing violation of law or any other conduct for which indemnification is prohibited. The GP may obtain insurance at partnership expense for risks reasonably connected to the venture.
5.4 Confidentiality
Each partner shall protect nonpublic financial, investor and operating information received through the partnership. Disclosure is permitted to professional advisers under confidentiality obligations, as required by law, or with the GP's written consent. This obligation survives withdrawal and dissolution, subject to applicable law.
6. Term, renewal and winding up
6.1 Term and renewal
The agreed operating term begins October 1, 2026 and ends September 30, 2036, unless the partnership dissolves earlier under this Agreement or applicable law. Renewal requires a written amendment signed by both partners before the end date. Expiration does not excuse obligations accrued before dissolution.
6.2 Dissolution events
The partnership dissolves on expiration without renewal; written agreement of both partners; a sale or disposition of substantially all assets followed by a decision to wind up; entry of a final judicial dissolution order; or another event requiring dissolution under applicable law. Withdrawal or incapacity of the GP is handled under Section 4.4 and applicable law.
6.3 Valuation and liquidation
On dissolution, the GP, or a lawfully appointed liquidator if the GP cannot serve, shall inventory and reasonably value partnership assets, collect receivables, preserve records and consult legal and tax counsel on the winding up. The liquidator may sell assets on commercially reasonable terms, settle claims and establish reserves for contingent liabilities.
6.4 Payment order and final distribution
- Pay winding-up costs and partnership debts to third-party creditors, including secured claims according to their legal priority.
- Pay liabilities owed to partners in their capacity as creditors, subject to applicable law and documented loan terms.
- Distribute the remaining assets according to positive capital account balances or the liquidation distribution terms in a signed schedule, as required by applicable law and tax rules.
The liquidator shall provide a final accounting, make required filings and cancel the partnership's registration when winding up is complete. No partner is entitled to demand a distribution of a particular asset unless both partners agree in writing.
7. Governing law and disputes
7.1 Governing law
The laws of Delaware govern this Agreement and the partnership, without regard to conflict-of-laws rules, except where mandatory law requires otherwise. The parties shall complete the jurisdiction and required formation details consistently before signing.
7.2 Notice, cure and escalation
A party alleging breach shall send written notice describing the issue and requested remedy to the other party's address on the cover, or to an updated address given by written notice. The receiving party has 15 days after receipt to cure a curable breach. If unresolved, authorized representatives shall confer in good faith for 30 days before either party commences arbitration, except where urgent interim relief is needed.
7.3 Binding arbitration
An unresolved dispute arising from this Agreement shall be finally resolved by binding arbitration in Wilmington, Delaware under the American Arbitration Association Commercial Arbitration Rules, before one arbitrator. The arbitrator may award remedies available under applicable law and shall issue a written decision. A court with jurisdiction may grant interim relief in aid of arbitration or confirm, enforce or vacate an award as permitted by law; those proceedings do not replace arbitration on the merits.
7.4 General provisions
Amendments and waivers must be in writing and signed by both partners. If a provision is unenforceable, the remainder continues to the extent the parties' essential bargain can be preserved. This Agreement and its signed schedules constitute the entire agreement on the partnership. Counterparts and legally valid electronic signatures have the same effect as originals.
Execution
IN WITNESS WHEREOF, the General Partner and Limited Partner have executed this Limited Partnership Agreement as of the date first written above.
Each signatory represents that they have authority to execute this Agreement for the partner identified below. Any attached contribution, distribution or other schedule is binding only if identified and signed or initialed by both partners.
Trusted by 100+ businesses that sell expertise
Limited Partnership Agreement Template Overview
A limited partnership has partners with different roles and risks, so unwritten understandings quickly become disputes. This limited partnership agreement template gives you ready sections for capital contributions, roles, profit sharing, liability, and exit terms, so each partner's position is recorded. Use it as a free limited partnership agreement template to start from, then adapt the clauses and have a lawyer review the final version.
The agreement generates in your company's branding and adapts to each partnership. Share one link every partner opens on any device, and keep each version filed so earlier terms are easy to compare when partners join or leave or when the capital structure changes.
What's Included
Everything you need to create a professional proposal
Professional Design
Fully Customizable
Ready to Use
Mobile Responsive
How to Use This Template
Get started with your professional proposal in just a few simple steps
1
Choose Template
Select this template and click "Use template for free" to get started
2
Customize Content
Fill in your details, add your branding, and tailor the content to your needs
3
Send & Track
Send your proposal to clients and track when they view and approve it
Who Benefits From Limited Partnership Agreement Template?
Founders, investors, and fund managers get the most from an agreement that records each partner's role and risk.
General Partner
Record your management role, contributions, and share of profits before the partnership begins operating, so everyone starts with the same expectations.
Limited Partner
See how much you are contributing, what you can expect to receive, and where your role begins and ends.
Fund Manager
Use one standard agreement structure for each partnership you set up, so documents stay consistent across your funds.
Legal Counsel
Start from a clear partnership structure and adapt the clauses to each deal, instead of drafting from scratch.
Related Templates
Explore more templates in the Legal category
Frequently Asked Questions
Everything you need to know about using this template
It should include partner details, capital contributions, roles, profit sharing, liability terms, and exit provisions. A limited partnership agreement template gives you these sections ready to fill in, so each partner's position is recorded clearly and consistently.
Yes. Generate the first draft from a short prompt, then use AI to rewrite, tighten, or restructure any section in seconds.
Open with the partners and the business purpose, set out contributions and roles, explain profit sharing and liability, then cover exits and dispute handling. A logical order helps each partner follow it.
Fully. This agreement is editable end to end in the drag-and-drop editor, so you can add, remove, or reorder clauses to match your partnership.
Yes. Add your own contributions, roles, and profit shares straight into this agreement template, then adjust the wording to fit your partnership.
Yes. Your logo, colours, and fonts are pulled from your website and applied automatically, so the agreement looks on-brand without any manual design.
Record each partner's role clearly
Start from a ready agreement layout and fill in only what matters, instead of drafting terms from scratch.
Free forever.
No credit card.