Mississippi Limited Partnership Agreement Between Limited Liability Company and Limited Partner

• Category: Partnerships - Limited
• State: Multi-State
• Control #: US-00802BG
• Format: Word; Rich Text

Description

This form has one general partner, which is a limited liability company, and one limited partner, who basically is an investor. A Mississippi Limited Partnership Agreement (PA) between a Limited Liability Company (LLC) and a Limited Partner is a legally binding contract that outlines the rights, responsibilities, and obligations of both parties involved in the partnership. This agreement enables an LLC to enter into a partnership with a limited partner, with the goal of pooling resources, sharing profits and losses, and carrying out a specific business venture. The Mississippi Limited Partnership Agreement is designed in accordance with the Mississippi Uniform Limited Partnership Act. It establishes the roles of the LLC, acting as the general partner, and the limited partner, who contributes capital but has limited involvement in the daily operations of the partnership. This arrangement provides liability protection to the limited partner, limiting their personal liability to the extent of their investment. The PA typically includes the following key provisions: 1. Partnership Name and Purpose: The agreement specifies the name of the limited partnership and outlines its primary purpose or business venture. 2. Contributions: It outlines the capital contribution made by the limited partner and any additional contributions required in the future. It also specifies the valuation and treatment of non-cash contributions. 3. Profit and Loss Allocation: The PA details how profits and losses are allocated between the general partner (LLC) and the limited partner. Typically, limited partners receive a percentage of profits proportional to their capital contribution. 4. Management and Authority: It clarifies the decision-making authority of the general partner, who has the power to manage and operate the partnership business. Limited partners generally have limited or no authority in the daily management. 5. Distributions and Withdrawals: The agreement specifies the timing and frequency of profit distributions to the limited partner. It may also outline conditions for a limited partner's withdrawal from the partnership or the sale of their partnership interest. 6. Voting Rights: The PA defines the extent of the limited partner's voting rights. Typically, significant decisions require the consent of both the general partner and limited partner. 7. Dissolution and Liquidation: It establishes the conditions under which the partnership may be dissolved and the procedures for its winding up and liquidation. Some variations of Mississippi Limited Partnership Agreements include: 1. Family Limited Partnership Agreement: Designed for family-owned businesses, this agreement enables members of a family to form a limited partnership while maintaining control and ownership within the family. 2. Real Estate Limited Partnership Agreement: Tailored specifically for real estate investments, this agreement governs partnerships where the primary purpose is to invest in, develop, or manage real estate properties. 3. Investment Limited Partnership Agreement: This agreement outlines partnerships formulated for investment purposes, where the primary objective is to pool funds and invest in various assets, such as stocks, bonds, or startup companies. Mississippi Limited Partnership Agreements provide a flexible legal framework for businesses to form strategic partnerships and leverage the expertise and capital of limited partners. It is highly recommended consulting with legal professionals specializing in business law to draft and customize an agreement suited to specific partnership requirements in Mississippi.

A Mississippi Limited Partnership Agreement (PA) between a Limited Liability Company (LLC) and a Limited Partner is a legally binding contract that outlines the rights, responsibilities, and obligations of both parties involved in the partnership. This agreement enables an LLC to enter into a partnership with a limited partner, with the goal of pooling resources, sharing profits and losses, and carrying out a specific business venture. The Mississippi Limited Partnership Agreement is designed in accordance with the Mississippi Uniform Limited Partnership Act. It establishes the roles of the LLC, acting as the general partner, and the limited partner, who contributes capital but has limited involvement in the daily operations of the partnership. This arrangement provides liability protection to the limited partner, limiting their personal liability to the extent of their investment. The PA typically includes the following key provisions: 1. Partnership Name and Purpose: The agreement specifies the name of the limited partnership and outlines its primary purpose or business venture. 2. Contributions: It outlines the capital contribution made by the limited partner and any additional contributions required in the future. It also specifies the valuation and treatment of non-cash contributions. 3. Profit and Loss Allocation: The PA details how profits and losses are allocated between the general partner (LLC) and the limited partner. Typically, limited partners receive a percentage of profits proportional to their capital contribution. 4. Management and Authority: It clarifies the decision-making authority of the general partner, who has the power to manage and operate the partnership business. Limited partners generally have limited or no authority in the daily management. 5. Distributions and Withdrawals: The agreement specifies the timing and frequency of profit distributions to the limited partner. It may also outline conditions for a limited partner's withdrawal from the partnership or the sale of their partnership interest. 6. Voting Rights: The PA defines the extent of the limited partner's voting rights. Typically, significant decisions require the consent of both the general partner and limited partner. 7. Dissolution and Liquidation: It establishes the conditions under which the partnership may be dissolved and the procedures for its winding up and liquidation. Some variations of Mississippi Limited Partnership Agreements include: 1. Family Limited Partnership Agreement: Designed for family-owned businesses, this agreement enables members of a family to form a limited partnership while maintaining control and ownership within the family. 2. Real Estate Limited Partnership Agreement: Tailored specifically for real estate investments, this agreement governs partnerships where the primary purpose is to invest in, develop, or manage real estate properties. 3. Investment Limited Partnership Agreement: This agreement outlines partnerships formulated for investment purposes, where the primary objective is to pool funds and invest in various assets, such as stocks, bonds, or startup companies. Mississippi Limited Partnership Agreements provide a flexible legal framework for businesses to form strategic partnerships and leverage the expertise and capital of limited partners. It is highly recommended consulting with legal professionals specializing in business law to draft and customize an agreement suited to specific partnership requirements in Mississippi.