A Wisconsin Limited Partnership Agreement is a legally binding document that outlines the terms and conditions agreed upon between a Limited Liability Company (LLC) and a Limited Partner in forming a limited partnership in the state of Wisconsin. This agreement ensures that both parties are aware of their rights, responsibilities, and obligations in the partnership. The Wisconsin Limited Partnership Agreement Between a Limited Liability Company and Limited Partner establishes the roles and contributions of each party involved. The limited partnership consists of a general partner (the LLC) who has unlimited liability and manages the day-to-day operations, alongside a limited partner who contributes capital but has limited liability and plays a more passive role. The agreement typically includes the following key provisions: 1. Name and Purpose: The agreement begins with the name of the limited partnership and its purpose, which should align with legal requirements in Wisconsin. 2. Contributions: It specifies the contributions made by the limited partner, whether they are monetary, property, or services. It also outlines the responsibilities of the LLC to manage these contributions. 3. Profit and Loss Allocation: The agreement establishes how profits and losses will be allocated between the LLC and the limited partner. 4. Management Authority: Defines the general partner's authority to make decisions, control the partnership's day-to-day operations, and enter into contracts on behalf of the partnership. 5. Limited Partner Rights and Restrictions: Outlines the limited partner's rights, including entitlement to information, access to records, and voting rights on certain matters. It may also include restrictions on the limited partner's involvement in management decisions. 6. Withdrawal and Dissolution: Details the procedures and conditions for the withdrawal or retirement of the limited partner and the potential dissolution of the partnership. 7. Liability and Indemnification: Clarifies the limited partner's limited liability status and lays out the indemnification procedures to protect both parties from any liabilities that may arise. 8. Dispute Resolution: Specifies the method of resolving disputes or disagreements, such as through arbitration or mediation. It is important to note that there can be variations of Wisconsin Limited Partnership Agreements depending on the specific needs and requirements of the parties involved. Examples of such variations include: 1. Wisconsin Limited Partnership Agreement Between Limited Liability Company and Multiple Limited Partners: This type of agreement caters to partnerships involving more than one limited partner, each with different terms and contribution levels. 2. Wisconsin Limited Partnership Agreement with Silent Limited Partner: A silent limited partner is one who invests capital but has no active role in the management or decision-making process. This agreement would specifically address the obligations and limitations of a silent limited partner. 3. Wisconsin Limited Partnership Agreement with Limited Liability Limited Partner: This agreement variation includes a limited partner with limited liability, similar to a typical limited partner, but with additional protection against personal liability like that enjoyed by the LLC. In conclusion, a Wisconsin Limited Partnership Agreement between a Limited Liability Company and a Limited Partner is a significant legal contract that governs the formation and operation of a limited partnership.
Wisconsin Limited Partnership Agreement Between Limited Liability Company and Limited Partner
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