South Carolina 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. A South Carolina Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a legal contract that establishes the relationship between a limited liability company (LLC) and a limited partner in a limited partnership (LP) based in South Carolina. This agreement sets out the rights, responsibilities, and obligations of both parties involved in the partnership. The South Carolina Limited Partnership Act (Title 33, Chapter 44 of the South Carolina Code of Laws) governs limited partnerships in the state. It provides a framework for LPs to operate in South Carolina and outlines the rules for forming, operating, and terminating such partnerships. The primary purpose of a limited partnership is to allow investors, known as limited partners, to contribute capital to a business venture without assuming the same level of liability as the general partners who manage the day-to-day operations. LPs offer limited liability protection to limited partners, shielding them from personal liability for the partnership's debts and obligations. However, in order to form a limited partnership in South Carolina, it is required to have at least one general partner that retains unlimited personal liability for the partnership's obligations. This general partner will often be an LLC, which allows for greater protection against personal liability while maintaining flexibility in management and taxation. A South Carolina Limited Partnership Agreement typically includes the following key elements: 1. Partnership Name and Purpose: The agreement outlines the official name of the limited partnership and states its purpose, which describes the specific business activities the partnership will engage in. 2. Contributions and Ownership: It specifies the capital contributions of both the LLC (as the general partner) and the limited partner. The agreement establishes the ownership interests and profit-sharing ratios for each party. 3. Management and Decision-Making: The agreement outlines the rights and powers of the general partner as the managing entity responsible for the partnership's day-to-day operations. It may include details about the limited partner's rights, such as consent rights for major decisions or the ability to act as an advisor to the partnership. 4. Distribution of Profits and Losses: The agreement specifies how profits and losses will be allocated among the partners. This may include provisions for priority distributions, preferred returns, or varying distribution percentages. 5. Liability and Indemnification: It clarifies the limited liability protection afforded to the limited partner and describes the general partner's liability for the partnership's obligations. The agreement may also include provisions related to indemnification, outlining the rights and obligations of each party in case of legal claims or liabilities. 6. Transfer of Partnership Interests: The agreement may contain provisions that restrict or regulate the transfer of partnership interests. These provisions help maintain the partnership's organizational structure and ensure that the limited partner's interest remains within the partnership. 7. Dissolution and Termination: It outlines the circumstances under which the limited partnership may be dissolved and the procedures for winding up its affairs. This includes provisions for the distribution of remaining assets and the final obligations of the partners. South Carolina may have variations of limited partnership agreements, such as a Family Limited Partnership Agreement or a Real Estate Limited Partnership Agreement. These specialized agreements cater to specific industries or circumstances and may include additional provisions, depending on the partnership's goals and objectives. In summary, a South Carolina Limited Partnership Agreement Between Limited Liability Company and Limited Partner sets the foundation for the relationship between an LLC acting as a general partner and a limited partner in a limited partnership. The agreement addresses various aspects concerning contributions, ownership, management, liability protection, distributions, transfers, and termination to establish a clear framework for the partnership's operations.

A South Carolina Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a legal contract that establishes the relationship between a limited liability company (LLC) and a limited partner in a limited partnership (LP) based in South Carolina. This agreement sets out the rights, responsibilities, and obligations of both parties involved in the partnership. The South Carolina Limited Partnership Act (Title 33, Chapter 44 of the South Carolina Code of Laws) governs limited partnerships in the state. It provides a framework for LPs to operate in South Carolina and outlines the rules for forming, operating, and terminating such partnerships. The primary purpose of a limited partnership is to allow investors, known as limited partners, to contribute capital to a business venture without assuming the same level of liability as the general partners who manage the day-to-day operations. LPs offer limited liability protection to limited partners, shielding them from personal liability for the partnership's debts and obligations. However, in order to form a limited partnership in South Carolina, it is required to have at least one general partner that retains unlimited personal liability for the partnership's obligations. This general partner will often be an LLC, which allows for greater protection against personal liability while maintaining flexibility in management and taxation. A South Carolina Limited Partnership Agreement typically includes the following key elements: 1. Partnership Name and Purpose: The agreement outlines the official name of the limited partnership and states its purpose, which describes the specific business activities the partnership will engage in. 2. Contributions and Ownership: It specifies the capital contributions of both the LLC (as the general partner) and the limited partner. The agreement establishes the ownership interests and profit-sharing ratios for each party. 3. Management and Decision-Making: The agreement outlines the rights and powers of the general partner as the managing entity responsible for the partnership's day-to-day operations. It may include details about the limited partner's rights, such as consent rights for major decisions or the ability to act as an advisor to the partnership. 4. Distribution of Profits and Losses: The agreement specifies how profits and losses will be allocated among the partners. This may include provisions for priority distributions, preferred returns, or varying distribution percentages. 5. Liability and Indemnification: It clarifies the limited liability protection afforded to the limited partner and describes the general partner's liability for the partnership's obligations. The agreement may also include provisions related to indemnification, outlining the rights and obligations of each party in case of legal claims or liabilities. 6. Transfer of Partnership Interests: The agreement may contain provisions that restrict or regulate the transfer of partnership interests. These provisions help maintain the partnership's organizational structure and ensure that the limited partner's interest remains within the partnership. 7. Dissolution and Termination: It outlines the circumstances under which the limited partnership may be dissolved and the procedures for winding up its affairs. This includes provisions for the distribution of remaining assets and the final obligations of the partners. South Carolina may have variations of limited partnership agreements, such as a Family Limited Partnership Agreement or a Real Estate Limited Partnership Agreement. These specialized agreements cater to specific industries or circumstances and may include additional provisions, depending on the partnership's goals and objectives. In summary, a South Carolina Limited Partnership Agreement Between Limited Liability Company and Limited Partner sets the foundation for the relationship between an LLC acting as a general partner and a limited partner in a limited partnership. The agreement addresses various aspects concerning contributions, ownership, management, liability protection, distributions, transfers, and termination to establish a clear framework for the partnership's operations.