South Dakota Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a legal document that outlines the terms and conditions of a partnership between a limited liability company (LLC) and a limited partner in South Dakota. This agreement governs the rights, obligations, and liabilities of each party involved, providing a clear framework for their collaborative business venture. A South Dakota Limited Partnership Agreement between an LLC and a limited partner is a common arrangement chosen by many businesses seeking to combine the benefits of both a limited liability company and a limited partnership. The agreement allows the LLC to act as the general partner, responsible for managing the day-to-day operations and decision-making, while the limited partner contributes capital or resources without assuming personal liability for the partnership's obligations. Here are some important aspects covered in a South Dakota Limited Partnership Agreement: 1. Identification of Parties: The agreement begins by clearly identifying the participating LLC and the limited partner(s). This includes their legal names, addresses, and roles within the partnership. 2. Purpose and Duration: The agreement outlines the purpose or objectives of the partnership and specifies whether the partnership is being formed for a specific duration or indefinitely. 3. Capital Contributions: The agreement details the initial contributions made by both the LLC and limited partner(s) towards the partnership's capital. It may also outline the process and requirements for additional contributions in the future. 4. Profit and Loss Distribution: The agreement specifies how profits and losses will be allocated among the partners. This can be based on the partners' capital contributions or subject to a different arrangement as agreed upon. 5. Management and Decision-Making: As the general partner, the LLC is typically responsible for managing the partnership's operations. However, the agreement may grant the limited partner certain decision-making rights or specify major decisions that require mutual consent. 6. Liability and Indemnification: The agreement clearly states that the limited partner's liability is limited to their capital contribution, protecting them from personal liability. It also covers indemnification provisions, which outline the parties' responsibilities to compensate each other in case of legal claims or losses. 7. Partner Withdrawal and Dissolution: The agreement outlines the conditions under which a partner can withdraw from the partnership and the subsequent procedures for dissolving the partnership if necessary. Different variations of the South Dakota Limited Partnership Agreement may exist to accommodate specific business needs, such as: — South Dakota Limited Partnership Agreement Between Limited Liability Company and Multiple Limited Partners: This version caters to partnerships involving multiple limited partners, each with their own rights, obligations, and capital contributions. — South Dakota Limited Partnership Agreement Between Limited Liability Company and General Partner: In some cases, a partnership may have a general partner instead of an LLC acting as the general partner. This agreement would specifically address the rights and responsibilities of such a general partner. It is essential to consult with legal professionals familiar with South Dakota's partnership laws to ensure the agreement adheres to all necessary legal requirements and adequately protects the interests of all involved parties.