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.

1. What books and records are to be maintained by the partnership?
2. What access rights will the limited partners have to partnership books and records?
3. What reports will the limited partners be required to receive?
4. Who will be the tax matters partner?

VOTING RIGHTS.

1. What voting rights will the limited partners have?
2. What major actions can the general partners take without limited partner approval?

MEETINGS.

1. Where will meetings be held?
2. How can meetings be called?
3. What notices for meetings must be given?
4. What quorum is necessary for meetings?
5. Can actions be taken by written consent of the partners?

ASSIGNMENT OF INTERESTS.

1. Does the general partner have the right to assign its interest in distributions?
2. What rights does an assignee of a limited partner’s interest get?
3. In what situations will assignment be prohibited?
4. What happens on the death, incompetency or bankruptcy of a limited partner?

TERMINATION OF A GENERAL PARTNER.

1. Under what circumstances can the general partner voluntarily withdraw as the general partner of the partnership?
2. What happens to the general partner’s interest when it has ceased to be the general partner?

DISSOLUTION AND TERMINATION OF THE PARTNERSHIP.

1. Under what circumstances...