Ohio 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. Ohio Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a legally binding contract that outlines the partnership terms and conditions between a limited liability company (LLC) and a limited partner in the state of Ohio. This partnership agreement governs the rights, obligations, and responsibilities of both parties involved in the partnership. In Ohio, there are two main types of limited partnerships agreements between a limited liability company and a limited partner: 1. General Limited Partnership (GLP): A general limited partnership agreement involves a partnership between an LLC and a limited partner where the limited partner contributes capital or other assets to the partnership but has limited involvement in the day-to-day management and operations of the LLC. The limited partner's liability is limited to the capital or assets they contribute to the partnership. 2. Limited Liability Limited Partnership (LL LP): An LL LP is a specific type of partnership agreement where the limited partner also has limited liability protection. This means that the limited partner's personal assets are generally protected from the debts and liabilities of the LLC. However, the limited liability protection may not extend to situations such as fraud, intentional misconduct, or personal guarantees. The Ohio Limited Partnership Agreement Between Limited Liability Company and Limited Partner typically includes the following key provisions: 1. Identification of the Parties: This section includes the names and addresses of the LLC and limited partner involved in the partnership. 2. Purpose of the Partnership: It outlines the specific business activities and goals that the partnership aims to achieve. 3. Capital Contributions: This section details the capital or assets that the limited partner will contribute to the partnership, along with any agreed-upon milestones or conditions for making those contributions. 4. Profit and Loss Allocation: It defines how profits and losses will be allocated between the limited partner and LLC. This includes the percentage or formula for profit distribution and any special provisions for distributions. 5. Management and Decision-Making: This section outlines the decision-making process, management responsibilities, and voting rights of the LLC and limited partner. It also specifies the rights and limitations of the limited partner in participating in day-to-day business operations. 6. Term and Termination: It specifies the duration of the partnership and the conditions under which the agreement can be terminated, including events such as dissolution, bankruptcy, or agreement by both parties. 7. Dispute Resolution: This provision includes methods for resolving disputes, such as mediation or arbitration, to avoid litigation. 8. Confidentiality and Non-Competition: It may include provisions to protect the partnership's confidential information and restrict the limited partner from engaging in competing businesses during the partnership's term and after termination. 9. Governing Law: This section identifies that the agreement is subject to Ohio state laws and regulations. 10. Miscellaneous: It covers various miscellaneous provisions such as amendments to the agreement, notice requirements, and any other relevant clauses that the parties may agree upon. In conclusion, Ohio Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a crucial legal document that governs the partnership between an LLC and a limited partner in Ohio. It ensures that the rights and obligations of both parties are clearly defined and provides a framework for the successful operation of the partnership.

Ohio Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a legally binding contract that outlines the partnership terms and conditions between a limited liability company (LLC) and a limited partner in the state of Ohio. This partnership agreement governs the rights, obligations, and responsibilities of both parties involved in the partnership. In Ohio, there are two main types of limited partnerships agreements between a limited liability company and a limited partner: 1. General Limited Partnership (GLP): A general limited partnership agreement involves a partnership between an LLC and a limited partner where the limited partner contributes capital or other assets to the partnership but has limited involvement in the day-to-day management and operations of the LLC. The limited partner's liability is limited to the capital or assets they contribute to the partnership. 2. Limited Liability Limited Partnership (LL LP): An LL LP is a specific type of partnership agreement where the limited partner also has limited liability protection. This means that the limited partner's personal assets are generally protected from the debts and liabilities of the LLC. However, the limited liability protection may not extend to situations such as fraud, intentional misconduct, or personal guarantees. The Ohio Limited Partnership Agreement Between Limited Liability Company and Limited Partner typically includes the following key provisions: 1. Identification of the Parties: This section includes the names and addresses of the LLC and limited partner involved in the partnership. 2. Purpose of the Partnership: It outlines the specific business activities and goals that the partnership aims to achieve. 3. Capital Contributions: This section details the capital or assets that the limited partner will contribute to the partnership, along with any agreed-upon milestones or conditions for making those contributions. 4. Profit and Loss Allocation: It defines how profits and losses will be allocated between the limited partner and LLC. This includes the percentage or formula for profit distribution and any special provisions for distributions. 5. Management and Decision-Making: This section outlines the decision-making process, management responsibilities, and voting rights of the LLC and limited partner. It also specifies the rights and limitations of the limited partner in participating in day-to-day business operations. 6. Term and Termination: It specifies the duration of the partnership and the conditions under which the agreement can be terminated, including events such as dissolution, bankruptcy, or agreement by both parties. 7. Dispute Resolution: This provision includes methods for resolving disputes, such as mediation or arbitration, to avoid litigation. 8. Confidentiality and Non-Competition: It may include provisions to protect the partnership's confidential information and restrict the limited partner from engaging in competing businesses during the partnership's term and after termination. 9. Governing Law: This section identifies that the agreement is subject to Ohio state laws and regulations. 10. Miscellaneous: It covers various miscellaneous provisions such as amendments to the agreement, notice requirements, and any other relevant clauses that the parties may agree upon. In conclusion, Ohio Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a crucial legal document that governs the partnership between an LLC and a limited partner in Ohio. It ensures that the rights and obligations of both parties are clearly defined and provides a framework for the successful operation of the partnership.