New York Limited Partnership Agreement

Create a limited partnership for purchasing investment real estate properties in the USA under this Real Estate Limited Partnership Agreement.

• In addition to cash contributions to capital, the general partners will contribute to the partnership certain real estate property under a contract for purchase and sale.
• The partnership assumes all of the purchaser's obligations under this contract, except for the payment of costs associated with the purchase transaction, which will be paid by the general partners.
• Partnership profits and losses will be distributed among or borne by the partners in proportion to their capital contributions.
• Proceeds from the sale of any property or asset held by the partnership will be allocated among the partners in amounts equal to their cash contributions, and a portion of the balance allocated proportionately among the partners in proportion to their capital contributions.
• None of the partners will receive a salary or be entitled to draws for services rendered on behalf of the partnership.
• No Limited Partner shall have the right to substitute an assignee as contributor in his place.
• This template is provided in MS Word format, and is easy to download, edit with your specific details, and print.
• This legal form is governed by the laws of the United States.

Sell your interest in a partnership with this Sale and Assignment of Partnership Interest form for United States partnerships.

• The buyer of the interest becomes a partner and assumes all of the seller's obligations under the Partnership Agreement.
• Each of the parties indemnifies the other against claims and damages.
• The form includes the consent of the remaining partners to the sale of the interest.
• The assignment is governed by the laws of the State in which the partnership was formed.
• This legal form template is fully editable to fit your specific circumstances.

Set up a USA limited partnership between a general partner and several limited partners with this Limited Partnership Agreement template.

What are the advantages of a limited partnership structure?

A limited partnership gives the operating partner (the general partner) the opportunity to bring investors onboard as limited partners, without giving up control of the business.

The general partner manages the business and makes most decisions without needing the consent of the limited partners. In return for this autonomy, the limited partners' liability extends only to the amount they have invested in the business.

Financial Obligations of Parties

Under the terms of this Partnership Agreement, the general partner will not be required to contribute any cash to the capital of the Partnership. The limited partners must each purchase a minimum number of partnership units.

The limited partners will not be liable for the debts or liabilities of the Partnership and are not required to make additional capital contributions after their initial purchase of units.

The liability exposure of the limited partners is limited to the amount of the subscription paid by each of them for their partnership units.

Withdrawal and Assignment of Interest

The Agreement template includes provisions for withdrawal of the general partner and assignment of a partner's interest. The Partnership would have a right of first refusal to purchase the withdrawing partner's units.

Format and Jurisdiction

This Limited Partnership Agreement template is provided in MS Word format and is fully customizable to meet your specific requirements.

The legal contract is governed by U.S. laws and is intended to be used only within the United States.