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.
North Dakota General Form of Limited Partnership Agreement is a legally binding document used by businesses operating as limited partnerships in the state of North Dakota. This agreement defines the partnership's structure, rights, and responsibilities of the general partners and limited partners involved. It is designed to provide clarity and protection for all parties involved in the partnership. The North Dakota General Form of Limited Partnership Agreement typically contains several key provisions, including but not limited to: 1. Identification of the Partnership: This section outlines the legal name and principal place of business of the limited partnership. 2. Purpose: The purpose of the partnership is clearly stated, explaining the primary business activity that the partners will engage in. 3. Contributions: This section details the capital contributions that each partner is required to make to the partnership, specifying both cash and non-cash assets. 4. Allocations: It defines how profits, losses, and other items of income or expense will be allocated among partners. Typically, this is based on the partners' ownership percentages or as otherwise agreed upon. 5. Management: The agreement outlines the management structure of the partnership, designating the general partners responsible for decision-making and day-to-day operations. 6. Voting Rights: It specifies the voting rights of each partner, including matters requiring unanimous consent versus a majority vote. 7. Distributions: The agreement outlines the procedure for distributing profits or losses to the partners, including the frequency and method of distribution. 8. Withdrawal and Dissolution: It establishes the conditions and process for a partner's withdrawal from the partnership, as well as the events that could lead to the dissolution of the partnership. These are the main components of the North Dakota General Form of Limited Partnership Agreement. However, it is essential to note that this is a general form, and there might be variations or amendments based on specific business requirements or preferences. In addition to the general form, there may be specific types of limited partnership agreements in North Dakota, such as: 1. Limited Partnership Agreement with Silent or Sleeping Partners: This type of agreement involves general partners who assume full responsibility for management and decision-making while limited partners do not participate in the day-to-day operations. 2. Limited Partnership Agreement with Capital-Only Limited Partners: In this agreement, limited partners contribute capital to the partnership but do not have any decision-making authority. They primarily act as passive investors. 3. Limited Partnership Agreement with Special Limited Partners: This type of agreement designates certain limited partners as "special partners" who possess specific skills or expertise relevant to the partnership's operations. These variations in limited partnership agreements allow businesses to customize the terms to suit their unique circumstances and partnership goals.
