What is contained in a Limited Partnership Agreement(LPA)

A limited partnership agreement typically contains the following information:

  1. Partnership Name: The name of the partnership.
  2. Purpose: The purpose of the partnership, which outlines the type of business that the partnership will conduct.
  3. Partners: The names and addresses of the general partner(s) and limited partner(s).
  4. Capital Contributions: The amount of capital each partner will contribute and how the contributions will be made.
  5. Profit and Loss Allocation: How the profits and losses of the partnership will be allocated among the partners.
  6. Management and Control: The role of the general partner(s) in managing the partnership, and the limitations on the limited partner(s) in the management of the partnership.
  7. Distributions: How and when distributions will be made to the partners.
  8. Transfer of Partnership Interests: The restrictions on the transfer of partnership interests.
  9. Dissolution: The procedures for dissolving the partnership.
  10. Indemnification: The protections and limitations on the liability of the partners.
  11. Governing Law: The state law that governs the partnership agreement.
  12. Amendments: The procedures for making changes to the partnership agreement.

These documents are usually not filed with a state agency and are not a matter of public record. They are a private agreement between the partners and are used to govern the operation of the partnership.

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