Texas 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 Texas Limited Partnership Agreement between a Limited Liability Company (LLC) and a Limited Partner is a legally binding document that outlines the terms and conditions of a partnership formed between these two entities in the state of Texas. This agreement governs their respective roles, rights, and obligations within the partnership. The purpose of this agreement is to ensure a clear understanding between the LLC and the Limited Partner on matters such as profit and loss sharing, management and decision-making authority, capital contributions and distributions, dissolution provisions, and dispute resolution mechanisms. There are different types of Texas Limited Partnership Agreements between an LLC and a Limited Partner, each with its own characteristics and implications. Some notable types are: 1. General Partnership Agreement: This type of agreement establishes a partnership where the Limited Partner has limited liability and does not actively participate in the management of the partnership. The LLC serves as the General Partner and assumes full management responsibility. 2. Limited Partnership Agreement: In this type of agreement, both the Limited Partner and the LLC play active roles in the partnership. The LLC acts as the General Partner, responsible for managing the day-to-day operations, while the Limited Partner contributes capital and shares in the profits and losses, with limited liability. 3. Master Limited Partnership Agreement: This agreement allows an LLC and Limited Partner to form a partnership specifically for investment purposes, typically in the real estate or energy sectors. The LLC acts as the Master Limited Partner, responsible for the management and decision-making, while the Limited Partner provides capital and receives a share of the profits. 4. Family Limited Partnership Agreement: This agreement is often utilized for estate planning and wealth preservation within a family. The LLC acts as the General Partner, managing the partnership assets, while the family members serve as Limited Partners, contributing capital and sharing in the profits. Regardless of the specific type, a Texas Limited Partnership Agreement between an LLC and a Limited Partner typically includes provisions related to: — Capital Contributions: Outlining the initial capital investment and subsequent contributions by the Limited Partner and the LLC. — Profit and Loss Sharing: Defining how profits and losses of the partnership will be allocated between the Limited Partner and the LLC. — Management and Decision Making: Specifying the responsibilities and decision-making authority of the LLC as the General Partner and the Limited Partner's role in the management process. — Distributions: Outlining how and when the partnership profits will be distributed to the Limited Partner. — Dissolution: Outlining the conditions under which the partnership may be dissolved and the process for winding up its affairs. — Dispute Resolution: Establishing a mechanism for resolving any disputes or disagreements arising between the LLC and the Limited Partner. In summary, a Texas Limited Partnership Agreement between an LLC and a Limited Partner is a crucial document that sets out the terms of their partnership, ensuring clarity and protection for all parties involved. By specifying the roles, rights, and obligations of each entity, this agreement provides a solid foundation for a successful and legally compliant business partnership.

A Texas Limited Partnership Agreement between a Limited Liability Company (LLC) and a Limited Partner is a legally binding document that outlines the terms and conditions of a partnership formed between these two entities in the state of Texas. This agreement governs their respective roles, rights, and obligations within the partnership. The purpose of this agreement is to ensure a clear understanding between the LLC and the Limited Partner on matters such as profit and loss sharing, management and decision-making authority, capital contributions and distributions, dissolution provisions, and dispute resolution mechanisms. There are different types of Texas Limited Partnership Agreements between an LLC and a Limited Partner, each with its own characteristics and implications. Some notable types are: 1. General Partnership Agreement: This type of agreement establishes a partnership where the Limited Partner has limited liability and does not actively participate in the management of the partnership. The LLC serves as the General Partner and assumes full management responsibility. 2. Limited Partnership Agreement: In this type of agreement, both the Limited Partner and the LLC play active roles in the partnership. The LLC acts as the General Partner, responsible for managing the day-to-day operations, while the Limited Partner contributes capital and shares in the profits and losses, with limited liability. 3. Master Limited Partnership Agreement: This agreement allows an LLC and Limited Partner to form a partnership specifically for investment purposes, typically in the real estate or energy sectors. The LLC acts as the Master Limited Partner, responsible for the management and decision-making, while the Limited Partner provides capital and receives a share of the profits. 4. Family Limited Partnership Agreement: This agreement is often utilized for estate planning and wealth preservation within a family. The LLC acts as the General Partner, managing the partnership assets, while the family members serve as Limited Partners, contributing capital and sharing in the profits. Regardless of the specific type, a Texas Limited Partnership Agreement between an LLC and a Limited Partner typically includes provisions related to: — Capital Contributions: Outlining the initial capital investment and subsequent contributions by the Limited Partner and the LLC. — Profit and Loss Sharing: Defining how profits and losses of the partnership will be allocated between the Limited Partner and the LLC. — Management and Decision Making: Specifying the responsibilities and decision-making authority of the LLC as the General Partner and the Limited Partner's role in the management process. — Distributions: Outlining how and when the partnership profits will be distributed to the Limited Partner. — Dissolution: Outlining the conditions under which the partnership may be dissolved and the process for winding up its affairs. — Dispute Resolution: Establishing a mechanism for resolving any disputes or disagreements arising between the LLC and the Limited Partner. In summary, a Texas Limited Partnership Agreement between an LLC and a Limited Partner is a crucial document that sets out the terms of their partnership, ensuring clarity and protection for all parties involved. By specifying the roles, rights, and obligations of each entity, this agreement provides a solid foundation for a successful and legally compliant business partnership.