Limited Partnership Agreement (23 Pages)

This is a Form of Limited Partnership Agreement. It may be used in the context of a family partnership arrangement. It is generally advisable to use a corporation or limited liability company as the general partner so that the liability that typically falls on a general partner falls on an entity that itself enjoys limited liability.
It is important to respect the form of the limited partnership – i.e. follow the language of the document as to capital account  and other substantive rights of the limited partners and be sure that  distributions are correctly made that respect the various partners’ capital interests. Do not allow any partner to treat the partnership as their “personal bank account”.  Try to avoid funding the partnership with the personal use assets of a partner, especially if fair market value rent is not paid when those assets are used by the person who transferred them to the partnership.
Note that this Agreement has provisions that address transfers of partnership interests, the assignment of partnership interests, rights of first refusal, etc., as well as a reasonably technical explanation of dealing with capital accounts in Section III B.
RELATED CLE COURSES: Please note: "FLPs/LLCs: Five Recent Key Cases", "FLPs/LLCs: Important Recent Cases" and "Business Entities: Making The Right Choice" are currently available on audio CD and DVD at www.nlfcle.com and online at www.nlfonline.com. On both of these web sites, click on your state (or any state if you do not care about earning CLE credits) and scroll down to the respective course titles, all which appear under the heading "Estate Planning".
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others.  He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].