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.
Ohio General Form of Limited Partnership Agreement is a legal document that outlines the terms and conditions under which a limited partnership is formed in the state of Ohio. This agreement is essential for establishing the rights, obligations, and responsibilities of the general partners and limited partners involved in the partnership. It serves as a contractual agreement between the partners and is governed by the Ohio Revised Code. The Ohio General Form of Limited Partnership Agreement includes various key elements that must be specified in order to provide clarity and structure within the partnership. Some important contents within this agreement include: 1. Name and Purpose: The agreement must state the name of the limited partnership and provide a clear description of its purpose and activities. 2. Identification of Partners: The agreement should clearly identify the general partners and the limited partners involved in the partnership. It should outline their roles, responsibilities, and capital contributions. 3. Management Structure: The agreement must specify how the limited partnership will be managed. It can designate one or more general partners who will have the authority to manage the partnership's operations and make decisions on behalf of the partnership. 4. Capital Contributions: The agreement should outline the capital contributions made by each partner and the rights and obligations associated with these contributions. 5. Profits and Losses: The agreement should detail how profits and losses will be allocated among the partners. This may include specifying the percentage or proportion in which profits will be distributed. 6. Withdrawals and Distributions: The agreement must outline the procedures and conditions for withdrawing capital or assets from the partnership and how distributions will be made to the partners. 7. Dissolution: The agreement should address the circumstances under which the partnership may be dissolved, as well as the procedures to be followed in case of dissolution. There are no specific types of Ohio General Form of Limited Partnership Agreement; however, variations may occur depending on the nature of the limited partnership and the specific requirements of the partners involved. The agreement may be tailored to suit the unique needs of the partnership, such as when one partner is designated as a managing partner or when special provisions are required for certain activities or industries. In conclusion, the Ohio General Form of Limited Partnership Agreement is a crucial legal document for establishing a limited partnership in Ohio. It outlines the important terms and conditions that govern the partnership, ensuring clarity and protection of the rights and obligations of the general and limited partners involved.
