Rhode Island Limited Partnership Agreement Between Limited Liability Company and Limited Partner A Rhode Island Limited Partnership Agreement is a legally binding contract that establishes the rights, obligations, and responsibilities of a limited liability company (LLC) and a limited partner in a limited partnership. This agreement outlines the specific terms and conditions under which the partnership will operate, ensuring clarity and protection for all parties involved. Key provisions typically included in a Rhode Island Limited Partnership Agreement include: 1. Partnership Name and Purpose: Clearly states the name of the limited partnership and its intended purpose or business activity. 2. Duration: Specifies the duration of the partnership, whether it is a fixed period or ongoing until termination. 3. Contributions: Defines the initial capital contributions made by the limited partner and the management services or expertise provided by the LLC. 4. Profit Sharing and Loss Allocation: Outlines how profits and losses will be divided among partners, typically based on their respective ownership interests. 5. Management: Designates the LLC as the general partner responsible for managing the partnership's day-to-day operations, while the limited partner maintains a more passive role. 6. Distribution of Profits: Describes how and when profits will be distributed to the limited partner, ensuring fair and equitable distribution to both parties. 7. Limited Liability: Clearly states that the limited partner's liability is limited to their financial contribution, shielding them from personal liability for partnership obligations. 8. Transfers of Interest: Addresses the process by which a limited partner can transfer or sell their interest in the limited partnership, including any restrictions or approval requirements. 9. Dissolution and Termination: Outlines the circumstances under which the partnership may be dissolved, such as bankruptcy, withdrawal of a partner, or mutual agreement. 10. Governing Law: Specifies that the agreement shall be governed by the laws of the state of Rhode Island, ensuring compliance with state regulations. Different types of Rhode Island Limited Partnership Agreements may exist based on the specific nature of the partnership. For example, there may be agreements for real estate partnerships, investment partnerships, or professional service partnerships. Each agreement will be tailored to suit the unique needs and goals of the partners involved. In conclusion, a Rhode Island Limited Partnership Agreement is a crucial legal document that sets out the terms, rights, and obligations between a limited liability company and a limited partner. It ensures clear communication, protects the interests of all parties, and promotes a harmonious partnership.