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 New York General Form of Limited Partnership Agreement is a legally binding document that outlines the relationship between partners in a limited partnership in the state of New York. It serves as a blueprint for the operation, management, and governance of the partnership and helps define the rights, responsibilities, and liabilities of the partners involved. The agreement typically covers key areas such as the purpose of the partnership, the duration of the partnership, the contributions made by each partner (both monetary and non-monetary), profit and loss sharing arrangements, management and decision-making processes, restrictions on partner actions, procedures for admitting new partners or withdrawing existing ones, dispute resolution mechanisms, dissolution procedures, and various other provisions that safeguard the interests of the partners. It is important to note that while there is a standard format for the New York General Form of Limited Partnership Agreement, there is room for customization to suit the specific needs and requirements of the partnership. Depending on the nature of the business and the preferences of the partners, some additional clauses or provisions may be included to address unique circumstances. In addition to the general form, there are also specialized forms of limited partnership agreements available in New York. Some examples include: 1. Limited Liability Partnership Agreement: This type of agreement is specifically tailored for partnerships where the partners seek to reduce personal liability beyond what is offered by a general limited partnership. 2. Family Limited Partnership Agreement: Designed for families who wish to structure their business and investment activities in a partnership format while enjoying certain tax and estate planning benefits. 3. Real Estate Limited Partnership Agreement: Developed for partnerships focused on real estate investments, this agreement outlines specific provisions related to property acquisition, management, and distribution of income or profits. It is crucial for partners to seek legal advice from a qualified attorney when drafting or entering into any type of New York General Form of Limited Partnership Agreement or its specialized variations. This ensures compliance with relevant laws and regulations and helps protect the rights and interests of all parties involved.
