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.
The Tennessee General Form of Limited Partnership Agreement is a legal document that outlines the terms and conditions agreed upon by the general partners (the ones who manage the partnership and are liable for its debts) and the limited partners (the ones who invest capital but have limited liability). This agreement governs the formation, management, and dissolution of a limited partnership in the state of Tennessee. The General Form of Limited Partnership Agreement in Tennessee typically contains the following key provisions: 1. Partnership Name and Purpose: The agreement identifies the legal name under which the partnership will operate and specifies its primary purpose or business activity. 2. Capital Contributions: It details the amount and nature of the contributions made by each partner and the consequences of failing to fulfill these obligations. Capital contributions may be in the form of cash, property, or services. 3. Distribution of Profits and Losses: The agreement outlines how profits and losses will be allocated among the partners. This provision determines the distribution percentages or ratios based on the partners' ownership interests. 4. Management and Decision-making: The roles, responsibilities, and decision-making powers of the general and limited partners are defined in this section. It specifies whether all partners have equal management authority or if it is vested solely in the general partners. 5. Limitations of Liability: The limited partners are shielded from personal liability for partnership obligations beyond their capital contributions. This section clarifies that limited partners' liability is limited to the extent of their investment. 6. Partnership Duration and Dissolution: The agreement specifies the duration of the partnership, either stating a specific termination date or allowing for indefinite existence. Additionally, it outlines the conditions under which the partnership can be dissolved, such as unanimous consent or upon the occurrence of specific events. 7. Transfer of Partnership Interest: This provision governs the transferability of a partner's interest, whether it can be freely transferred or requires the consent of other partners. 8. Dispute Resolution: It includes a mechanism for resolving disputes between partners, such as alternative dispute resolution methods, mediation, or litigation, and designates the appropriate jurisdiction for legal proceedings if required. Different types of Tennessee General Form of Limited Partnership Agreement may include variations based on the specific needs and requirements of the partnership. For example, there might be agreements tailored for real estate investment partnerships, private equity partnerships, or partnerships engaged in the healthcare sector. These agreements may contain additional clauses or provisions specific to the respective industry or partnership purpose.
