The Delaware Amended and Restated Agreement of Limited Partnership is a legal document that governs the operations and management of a limited partnership registered in the state of Delaware. It serves as an updated version of the original partnership agreement, with amendments and modifications made to reflect changes in the partnership's structure or terms. The purpose of the Delaware Amended and Restated Agreement of Limited Partnership is to outline the rights, responsibilities, and obligations of the general and limited partners involved in the partnership. It provides a framework for the governance and decision-making processes, allocation of profits and losses, distribution of assets, admission and withdrawal of partners, and resolution of disputes. This agreement typically includes key provisions such as the partnership name, term, and purpose, as well as the contributions of each partner and their respective ownership interests. It also covers the management structure, identifying the general partner(s) responsible for day-to-day operations and decision-making, and the limited partners' role. The Delaware Amended and Restated Agreement of Limited Partnership may include various provisions related to tax matters, capital contributions, profit and loss allocation, distribution waterfall, transfer restrictions, buyout provisions, and dispute resolution mechanisms. These provisions can be customized to suit the specific needs and goals of the partnership and its partners. Different types of Delaware Amended and Restated Agreement of Limited Partnership may include: 1. General partnership: A partnership where all partners have unlimited liability for the partnership's debts and obligations. 2. Limited partnership: A partnership that consists of both general partners, who have unlimited liability, and limited partners, whose liability is limited to their investment in the partnership. 3. Master limited partnership (MLP): A limited partnership that is publicly traded on a securities exchange, often in the energy and natural resources sectors. 4. Family limited partnership (FLP): A limited partnership established by family members for the purpose of preserving family assets, managing investments, and providing for the next generation. 5. Real estate limited partnership (HELP): A limited partnership formed for the purpose of acquiring, holding, and managing real estate properties. In conclusion, the Delaware Amended and Restated Agreement of Limited Partnership is a crucial legal document that sets forth the terms and conditions for operating a limited partnership in Delaware. It ensures clarity, transparency, and legal protection for all parties involved in the partnership.
Delaware Amended and Restated Agreement of Limited Partnership
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How to fill out Amended And Restated Agreement Of Limited Partnership?
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Unless otherwise agreed, a merger or consolidation of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited partnership to wind up its affairs under § 17-803 of this title or pay its ...
A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection ...
Section 17-218 - Series of limited partners, general partners, partnership interests or assets (a) A partnership agreement may establish or provide for the establishment of 1 or more designated series of limited partners, general partners, partnership interests or assets.
To change information of record for your LP, fill out this form, and submit for filing along with: ? A $30 filing fee. ? A separate, non-refundable $15 service fee also must be included, if you drop off the completed form. pages if you need more space or need to include any other matters.
§ 17-303. Liability to third parties. (a) A limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control of the business.
A limited partner and any class or group of limited partners have the right to vote only on matters as specifically set forth in this chapter, on matters specifically provided by agreement, including a partnership agreement, and on any matter with respect to which a general partner may determine in its discretion to ...
In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a limited partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or ...
A Partnership Amendment, also called a Partnership Addendum, is used to modify, add, or remove terms in a Partnership Agreement. A Partnership Amendment is usually attached to an existing Partnership Agreement to reflect any changes.