Checklist for Drafting Limited Partnership Agreements

GENERAL .

1. Under what state law will the partnership be formed?
2. What is the name of the partnership?
3. Has the name been checked with the Secretary of State?
4. What is the purpose of the partnership?
5. What is the term of the partnership?
6. Who is the general partner(s)?
7. Who is the agent for service of process?
8. Is the general partner a limited liability entity? (You want to avoid an individual being the general partner for liability reasons.)

CAPITAL CONTRIBUTIONS.

1. What is the initial capital contribution of the general partner?
2. What is the initial capital contribution of the limited partners?
3. Is the approval of only the general partner required for the admission of new limited partners?
4. Are partners allowed to withdraw their capital contributions? If so, under what circumstances?
5. Is a partner entitled to interest on his or her capital contributions?

ALLOCATIONS .

1. How are distributions to be divided among the partners?
2. How are tax allocations made?
3. Will the general partner be obligated to make up capital accounts?
4. When are distributions to be made?
5. Will there be special distributions required to be made to at least pay for tax on each partner’s pro rate income from the partnership?

MANAGEMENT OF THE PARTNERSHIP.

1. How broad are the management powers of the general partner?
2. What limitations are there on the powers of the general partner?
3. Under what circumstances might the general partner be liable to the partners for acts or omissions?
4. What specific duties does the general partner have?

COMPENSATION TO THE GENERAL PARTNER.

1. What fees is the general partner entitled to?
2. What reimbursements is the general partner entitled to?
3. Is the general partner entitled to incentive compensation or a carried interest?

BOOKS, RECORDS, ACCOUNTS AND REPORTS.