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 Arkansas General Form of Limited Partnership Agreement is a legally binding document that establishes the rights, obligations, and responsibilities of partners within a limited partnership in the state of Arkansas. This agreement outlines the terms under which the partnership will operate, including provisions related to capital contributions, profit sharing, management of the partnership, and dissolution procedures. Key provisions within the Arkansas General Form of Limited Partnership Agreement include: 1. Name and Purpose: The agreement specifies the legal name of the limited partnership and outlines its primary business objectives. 2. Contributions: It defines the capital contributions that each partner is required to make, whether in the form of cash, property, or services rendered to the partnership. 3. Profits and Losses: The agreement establishes how profits and losses will be allocated among the partners, typically based on the percentage of ownership interest held by each partner. 4. Management and Voting: This section outlines the decision-making process for the partnership and identifies who has the authority to make decisions and manage the partnership's day-to-day operations. 5. Transferability of Interest: It defines whether partners are allowed to transfer their partnership interests and under what conditions such transfers may occur. 6. Admission and Withdrawal: The agreement states the conditions under which new partners may be admitted to the partnership and the procedures for a partner to withdraw or be expelled. 7. Dissolution: This provision outlines the conditions that would trigger the dissolution of the partnership, such as the death, bankruptcy, or withdrawal of a general partner. The Arkansas General Form of Limited Partnership Agreement may differ slightly depending on the specific needs and requirements of the partnership. Other types of limited partnership agreements that can be established in Arkansas include: 1. Certificates of Limited Partnership: This form is submitted to the Arkansas Secretary of State's office to officially register the limited partnership and make it legally recognized. 2. Amended and Restated Agreements: This form is used when modifications or amendments need to be made to an existing limited partnership agreement. 3. Termination Agreements: Partnerships may use this form to formally terminate their limited partnership agreement and dissolve the partnership. It is important to note that while these descriptions provide a general overview of the Arkansas General Form of Limited Partnership Agreement, it is always advisable to consult with legal professionals familiar with Arkansas partnership laws to ensure compliance and address any specific requirements.
