A limited partnership is a modified partnership and is a creature of State statutes. Most States have either adopted the Uniform Limited Partnership Act (ULPA) or the Revised Uniform Limited Partnership Act (RULPA). In a limited partnership, certain members contribute capital, but do not have liability for the debts of the partnership beyond the amount of their investment. These members are known as limited partners. The partners who manage the business and who are personally liable for the debts of the business are the general partners. A limited partnership can have one or more general partners and one or more limited partners.
The general partners manage the business of the partnership and are personally liable for its debts. Limited partners have the right to share in the profits of the business and, if the partnership is dissolved, will be entitled to a percentage of the assets of the partnership. A limited partner may lose his limited liability status if he participates in the control of the business.
The Phoenix Arizona General Form of Limited Partnership Agreement is a legal document that governs the relationship between partners participating in a limited partnership. This agreement outlines the rights, responsibilities, and obligations of each partner, as well as the overall operation and management of the partnership. In Phoenix, Arizona, there are various types of General Form of Limited Partnership Agreements available, tailored to specific business needs and requirements. Some commonly used types include: 1. General Partnership Agreement: This agreement establishes a general partnership, where all partners have equal decision-making authority and are personally liable for partnership debts. 2. Limited Partnership Agreement: This agreement sets up a limited partnership, comprising two types of partners — general partners and limited partners. General partners manage the day-to-day operations and assume liability for the partnership's obligations, while limited partners contribute capital and enjoy limited liability. 3. Certificate of Limited Partnership: A Certificate of Limited Partnership is a filing made with the Arizona Secretary of State to form a limited partnership. It includes essential information such as the partnership name, registered agent details, and general partner information. 4. Partnership Agreement Amendment: When there is a need to modify an existing General Form of Limited Partnership Agreement, partners can enter into an amendment. This document alters specific terms or provisions within the original agreement. The key elements typically included in a Phoenix Arizona General Form of Limited Partnership Agreement are as follows: 1. Partnership Name: The legal name under which the limited partnership will operate. 2. Purpose: The specific business activities or objectives the partnership aims to pursue. 3. Contributions: Each partner's capital contribution and any additional obligations. 4. Profit and Loss Allocation: How profits and losses will be distributed among partners, considering their respective ownership percentages or any other agreed-upon formula. 5. Management and Decision-making: Details on the authority, responsibilities, and decision-making procedures of general partners, as well as restrictions on limited partners' involvement. 6. Books and Records: Outlining the maintenance and accessibility of financial and administrative records. 7. Dissolution and Liquidation: Procedures for winding up the partnership, distributing assets, and handling outstanding obligations in the event of dissolution. 8. Dispute Resolution: Methods for resolving conflicts, including arbitration or mediation, to prevent recourse to costly litigation. Phoenix Arizona General Form of Limited Partnership Agreements are crucial to establish and protect the interests of partners in any business venture. Consulting with legal professionals and thoroughly understanding the agreement's content is highly recommended before entering into such a partnership.
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.
