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Business Law

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Business Law

Business Docx: Partnership Formation

CERTIFICATE OF LIMITED PARTNERSHIP
This is considered the formation document for a partnership and is filed with the applicable state agency.


LIMITED PARTNERSHIP AGREEMENT
This Agreement details the relationship between the business partners and their individual obligations and contributions to the partnership. This Agreement also defines the purpose and term of the partnership.


ORGANIZATIONAL MEETING
Though not always legally required, it is a good planning idea to address organizational issues immediately after a partnership has been formed. Maintaining regular governance documents is a good practice and should start with this organizational meeting.


AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
The Partnership Agreement itself should be amended from time to time to ensure that the intent of the parties is consistently reflected in the partnership’s governing documents. Use this document to make minor amendments to the Partnership Agreement, but if major changes are necessary, it is best to do a complete restatement.


PARTNER CONTRIBUTIONS EXHIBIT
This Exhibit to the Operating Agreement documents the names of the initial partners and their respective ownership interests in the partnership and should be kept up to date for voting and distribution purposes.


PARTNER CONTRIBUTIONS – SCHEDULES
This Schedule to the Partnership Agreement documents the contributions of each partner.


SUBSCRIPTION AGREEMENT
This Agreement confirms a Limited Partner’s subscription to a Partnership Interest in the company.


CERTIFICATE OF PARTNERSHIP INTEREST (FOR GENERAL AND LIMITED PARTNERS)
Like a corporate stock certificate, this certificate documents the ownership of a partnership interest. Some attorneys prefer to document all partnership interests and transfers on a ledger, while others prefer to provide Membership Certificates.


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