A limited partnership agreement between a limited liability company (LLC) and a limited partner is a legal contract that establishes the terms and conditions of a partnership between these entities in Miami-Dade, Florida. This partnership agreement outlines the roles, responsibilities, and rights of the involved parties and serves as a crucial document for conducting business operations smoothly and legally. In Miami-Dade, Florida, there are several types of limited partnership agreements that can be formed between an LLC and a limited partner: 1. General Partnership Agreement: This type of agreement grants the limited partner the ability to participate in the day-to-day management of the business alongside the LLC. The limited partner shares both profits and losses in proportion to their partnership interest. 2. Limited Liability Partnership Agreement: This agreement offers limited liability protection to both the LLC and the limited partner. The LLC handles the management responsibilities, while the limited partner typically has a more passive role and limited liability for business debts. 3. Limited Partnership Agreement with Silent Partner: In this scenario, the limited partner acts as a silent investor by providing capital to the LLC while having no control or involvement in the company's management or decision-making process. Regardless of the specific type of Miami-Dade Florida limited partnership agreement, it is essential to include certain critical clauses: 1. Partnership Duration: This section outlines the intended lifespan of the partnership, such as a fixed term, indefinite term, or termination upon the occurrence of certain events. 2. Capital Contributions: It specifies the amount and timing of capital contributions made by each party, along with any subsequent provisions for additional contributions. 3. Profit and Loss Allocation: The agreement will define how the profits and losses will be distributed among the LLC and limited partner. This can be based on a fixed percentage or proportionate to the capital contributions made. 4. Management and Decision-Making: It states how the LLC will handle management responsibilities and decision-making authority within the partnership. For general partnerships, the limited partner may be granted more involvement, while limited liability partnerships typically grant control to the LLC. 5. Dissolution and Termination: This section outlines the circumstances under which the partnership may be dissolved, such as bankruptcy, retirement, or mutual agreement. 6. Dispute Resolution: It includes provisions for resolving disputes among the LLC and limited partner, such as through mediation or arbitration, to avoid costly litigation. The Miami-Dade Florida limited partnership agreement between an LLC and a limited partner is a vital document for formalizing the partnership arrangement. Seeking legal advice from a qualified attorney to draft or review this agreement ensures that all necessary stipulations are included, protecting the rights and interests of both parties involved.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.