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J.Hazelbaker
J.Hazelbaker, Attorney
Category: Business Law
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Experience:  Experienced and trained in the area of business law.
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I would like to have an attorney review my Articles of Limited

Customer Question

I would like to have an attorney review my Articles of Limited Partnership and tell me what needs to be improved. I also would like to know if Global Fitness Association (the name of the Limited Partnership) needs to be registered as a ficticious business name because the General Partner will be Global Fitness Association, LLC? Also how do I go about protecting the Global Fitness Association name worldwide? Thank you, Jim
Submitted: 5 years ago.
Category: Business Law
Expert:  Maverick replied 5 years ago.

With request to your first question, I would recommend that you retain a local attorney who specializes in corporate law to review the Articles. You can find a lawyer in your area by going to http://www.attorneys.com/ and http://www.martindale.com/ . You can also save money by going to the local law library and comparing your articles to those in a form book on partnerships or limited partnerships. Also, we are not permitted under our contract with JA to have contact with JA customers outside of this setting to review docs for them.

 

With respect to your second question, all persons and entities doing business in the state of Nevada under an assumed or fictitious name that is different from the legal name must file a Fictitious Firm Name Certificate with the County Clerk of each county in which the business is being conducted. If your business is a partnership, the legal name is XXXXX XXXXX given in your partnership agreement or the last names of the partners. So if Global Fitness Association is the name of the general partnership and that is stated in the partnership agreement then it would appear that no assumed name would have to be filed.

 

Finally to protect you name. You need to register your trade name as a trademark with the appropriate governmental entities. This first requires that a name search be conducted to see if it is not already being used and then if it is clear in every geographic area where you paln to use it, then you pay the filing fees and file the paperwork to register it. Here is one site that may help you do this worldwide:

 

http://www.trade-mark.us/

 

 

Please click ACCEPT so I can get credit for my work. We can continue our conversation after this at no additional charge

Customer: replied 5 years ago.
Thank you for your answers to my questions 2 and 3. As to question 1 - reviewing the Limited Partnership Document. I am not asking you to go outside of this setting to review the doc. I have had other agreements reviewed by other attorneys within this JA site. So I guess I am not understanding why someone can't review this one? Jim
Expert:  J.Hazelbaker replied 5 years ago.
Hello, again.

Go ahead and post the LPA. I'll give them a go. This will take me longer as I don't have as much background with partnerships. But, I'll look up what I don't know.

Also, I agree with the comment about the fictitious name. With regard to protecting it world wide, the important issue is to get them protected locally first. This, then, provides evidence of creation date to determine priority if there is a dispute. Then I would consider the trademark route. You may also need to file in any other country you anticipate doing business in. For now, getting that first public filing under your belt is the most important.

The information is provided for discussion and entertainment purposes only. I believe in helping people and answering their questions and providing information and solutions. To encourage and facilitate this practice, it is understood and agreed by the recipient that by opening, reading, accepting, and viewing this information, no attorney-client relationship has been discussed, agreed to or otherwise established. It is understood that by posting to this site, your information is made public and no attorney-client confidence is created or possible.


In legal matters, time is of the essence. As such, you should contact an experienced lawyer right away to protect your legal rights!


I appreciate your "Accepting" my answer if it has been helpful to you. Doing so allows me to continue helping in this manner. I will be available for follow-up questions should you have them after you click "Accept". Thank you.

Customer: replied 5 years ago.

Thank you J. I like working with you. If it takes you overnight or even a few days, that is okay. Jim

ARTICLES OF LIMITED PARTNERSHIP

This limited partnership agreement is made on ______________________ 2009, by and between Global Fitness Association, LLC as the General Partner and _____________________________________________ as a Limited Partner.

Article I - Governing Law

The parties to this agreement by it form a Limited Partnership pursuant to the provisions of the Uniform Limited Partnership Act of the State of Nevada and that act shall govern the rights and liabilities of the parties to this agreement.

Article II - Name

The name of this limited partnership shall be Global Fitness Association.

Article III - Term

Global Fitness Association shall begin the day this Certificate of Limited Partnership is duly filed and shall continue until terminated in accordance with this agreement.

Article IV - Purposes

The purposes of Global Fitness Association is to build a worldwide internet reciprocal membership association for owners and managers of health clubs, fitness centers, gyms, personal trainers and other interested parties in the fitness industry and to continually add new club members, content, management resources, products and services for the association's members with the goal of earning a profit for Global Fitness Association.

Article V - Principal Place of Business

The principal place of business for Global Fitness Association shall be 849 Freels Peak, Incline Village, NV 89450, or such other place or places as the General Partner may designate from time to time.

Article VI - Capital Contributions

(a). The General Partner shall transfer to each Limited Partners, a five percent (5%) interest in Global Fitness Association. The General Partner shall not be required to make any additional contributions to capital.

(b). Each Limited Partner shall contribute their expertise and influences to assist the ongoing process of building and maintaining Global Fitness Association's membership. The Limited Partners are not required to make any cash contributions.

(c). If any Limited Partner fails to make themselves available to assist Global Fitness Association for any 30 day period during the term of this agreement, then they will be in default, and the General Partner may sell and transfer all or any part of the Limited Partner's interest to another partner or, if no other partner will purchase the interest, to any other person. The sale and transfer shall be made in such manner as the General Partner may determine, and upon such sale and transfer, the defaulting Limited Partner shall cease to have any right, title or interest in Global Fitness Association. Notwithstanding any sale and transfer, the defaulting Limited Partner shall remain liable to Global Fitness Association for all delinquent amounts, less any net amount received from the sale and transfer, plus interest from the date due until the date paid at the rate of six percent (6%) per annum and all reasonable attorney fees, costs, and expenses incurred by Global Fitness Association to recover the delinquent amount.

Article VII - Partnership Management

(a). Global Fitness Association's business shall be managed by the General Partner. In addition to those powers granted to the General Partner by law, the General Partner shall have the power to execute leases and management contracts, incur obligations on behalf of Global Fitness Association in connection with the business, and execute on behalf of Global Fitness Association any and all instruments necessary to carry out the purposes of Global Fitness Association, including the power to dispose of real property or other assets of Global Fitness Association for full and adequate consideration.

(b). No Limited Partner may participate in the management of Global Fitness Association or subject Global Fitness Association to any liability or obligation.

(c). The General Partner may employ persons in the operation and management of Global Fitness Association's business for such compensation as they determine.

(d). The General Partner has no authority to do any act in contravention of these Articles of Limited Partnership; to do any act that would make it impossible to carry on Global Fitness Association's ordinary business; to confess a judgment against Global Fitness Association; to admit anyone as a partner except as otherwise provided in this agreement; or to possess or assign rights in Global Fitness Association's property for other than Global Fitness Association purposes (Article IV).

Article VIII - Compensation for General Partners

Except for receiving a share of the net profits of Global Fitness Association, as provided in Article X, the General Partner will not be entitled to a management fee.

Article IX - Profits/Losses and Distributions

(a). The Net Profits/Losses of Global Fitness Association shall be equal to the taxable income of Global Fitness Association as shown in the Limited Partnership Tax Return filed with the United States Internal Revenue Service.

(b). Profits: Distribution of the profits will be made to the Partners at the end of

each month following any month that there are accumulated profits with the percentages set forth in Exhibit A.

(c). Losses: The Limited Partners are not personally liable for the expenses, liabilities, or obligations of Global Fitness Association.

Article X - Addition of Limited Partners

The General Partner has sole approval of when and if additional Limited Partners will be brought into Global Fitness Association.

 

Article XI - Buyout Agreement

In the event a Limited Partner wishes to sell any part of their interest in Global Fitness Association, for any reason, the General Partner will have a Right of First Refusal to purchase the Limited Partner's interest. The value of the interest in Global Fitness Association will be determined as outlined in the Valuation of Interest section (Article XII).

 

Article XII - Valuation of Interest

(a). In the absence of a written agreement setting a value, the value of Global Fitness Association will be based on the fair market value appraisal of all of Global Fitness Association's assets (less liabilities) determined in accordance with generally accepted accounting procedures. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on Global Fitness Association's books. These allowances will be updated upon closing of Global Fitness Association's books by Global Fitness Association's Certified Public Accountant at the end of each calendar year.

(b). This appraisal will be conducted by an independent accounting firm agreed to by the Partners. The appraiser will be appointed within a thirty (30) day period of the date of notification of withdrawal or dissolution. The results of the appraisal will be binding on all Partners.

(C). A withdrawing Partner's interest in Global Fitness Association will be as set forth in Exhibit A, less any outstanding liabilities the Partner may have to Global Fitness Association. The intent of this section is to ensure the survival of Global Fitness Association despite the withdrawal of any individual Partner.

Article XIII - Assignment of Partners' Interests

Limited partners: A Limited Partner's right to receive any income from Global Fitness Association may not be transferred without the prior, written consent of the General Partner, who may not unreasonably withhold such consent. A Limited Partner may not transfer all or a portion of their capital interest unless they first give the General Partner the opportunity to purchase their interest at fair market value, as determined by (Article XII). The General Partner shall have thirty days (30) after the valuation of interest has been determined to purchase the Limited Partner's interest.

Article XIV - Banking

Partnership funds shall be deposited in such bank or banks as the General Partner shall select. All withdrawals shall be made with checks signed by a member of the General Partner or their authorized agent.

Article XV - Books and Records

(a). Global Fitness Association shall maintain it's books and records at its principal place of business or such other place as designated by the General Partner.

(b). At the end of each calendar year, the General Partner shall choose a Certified Public Accountant to make a review of the books and distribute to the Limited Partners a full and detailed statement of business operations during the year.

(C). The books and records shall be available for reasonable inspection by any partner or a partner's authorized representative. Each Partner has the right to conduct, at their own expense, a private audit of the books and records if they do so at a reasonable time and after notifying the General Partner, but not more often than once in any calendar year.

Article XVI - Termination of Limited Partnership

The limited partnership shall terminate upon the happening of any of the following events:

(a). Sale of all or substantially all of Global Fitness Association's assets.

(b). Notification by the General Partner to the Limited Partners that Global Fitness Association shall terminate.

(c). The insolvency or bankruptcy of the Limited Partnership.

(d). The death, bankruptcy, retirement, or adjudication of insanity or incompetence of the last remaining member of the General Partner.

Article XVII - Distribution on Dissolution

After the termination of Global Fitness Association, the General Partner or, if paragraph (b) of Article XVI applies, the Limited Partners shall liquidate Global Fitness Association's assets and apply the proceeds in the following order of priority:

(a). To the creditors in the order of their priority as provided by law.

(b). To the Partners in accordance with the percentages set forth in Exhibit A.

Article XVIII - Power of Attorney

Each of the Limited Partners by this agreement constitutes and appoints the General Partner, as their true and lawful attorneys with the power to make, execute, sign, acknowledge and file in their name, place, and stead a Certificate of Limited Partnership under the laws of the State of Nevada and a Fictitious Business Name Certificate and to execute such other instruments as may be required under the laws of the State of Nevada and any amendments to the foregoing.

Article XIX - Death or Incompetency of Limited Partner

If a Limited Partner dies or is adjudicated insane or incompetent, the General Partner will have a right to purchase the Limited Partner's interest from the Limited Partner's personal representative, guardian or heir. The value of the interest in Global Fitness Association will be determined as outlined in the Valuation of Interest section (Article XII).

Article XX - Notices

All notices provided for in this agreement shall be sent by registered or certified mail to the parties at the addresses set forth in Exhibit A.

Article XXI - Successors

This agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the partners.

Article XXII - Arbitration

Any controversy arising in relation to this agreement shall be settled by arbitration in the City of Carson City, Nevada pursuant to the then applicable rules of the American Arbitration Association.

Article XXIII - Counterparts

This agreement may be executed in counterparts, each of which shall constitute an original of it.

Article XXIV - Accounting Year

The accounting year of Global Fitness Association's shall be the calendar year.

Article XXV - Amendments

This agreement may be amended with the consent of the Limited Partners entitled to five percent (5%) or more of the profits of Global Fitness Association.

Article XXVI- Organizational Expenses

All expenses required for the formation of the Limited Partnership shall be paid by Global Fitness Association.

Article XXII - Integration Clause

This agreement constitutes the final written expression of the parties' agreement, and any statements, oral or written, that differ from the terms of this agreement shall have no effect.

IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this _______ day of _________________________, 2009.

Limited Partner: General Partner:

By ______________________________________ GLOBAL FITNESS ASSICIATION, LLC

 

Print name ____________________________ By ______________________________________

Member

 

Expert:  J.Hazelbaker replied 5 years ago.
Have you specifically chosen to go the non-limited liability route?

1. Capital Contributions: O.K. My understanding of this section is that each limited partner will get a 5% stake in GFA. So, max of 20 limited partners. I would want to avoid confusion between GFA, LLC and GFA the partnership. I would use either the term General Partner or GFA, LLC when referencing the company and GFA, LP when referencing the partnership, just to be crystal clear.

2. You use "Partners" capitalized in Art. XII(b), but it is not a defined term. Technicality, I know. If you wish to address, can simply add "The parties shall collectively be referred to as the "Partners" herein" as the last sentence to Art. I.

3. I think you mean paragraph "(d)" not "(b)" in the opening paragraph of Art. XVII Distribution on Dissolution.

4. I'm unclear as to the obligatons of the limited partner necessary to avoid default under Art. VI (c). My concern is that, unless there is a clearer delineation of duties, there could be a dispute over whether the LP's obligation is met. Along with that, I like to use terms such as "best efforts" or "all reasonable efforts", which have specific legal meanings by which to guide the efforts of the LP, particularly where those efforts might only be judged after the fact. Based on your specific knowledge of how the partnership is to work, you might be fine with the way it is. This is just my reaction from someone without such knowledge looking in from the outside.

These are my comments so far. You've created another excellent document. I feel comfortable with it as it stands. Since I have less experience with partnerships, I'm going to do so more research. I've read the Nevada statute, but want to look at some LP agreements. So, I will do so and get back with you.
Expert:  J.Hazelbaker replied 5 years ago.
Another comment on the limited liability issue. I can see establishing the LP as a Limited Liability LP as a bit of overkill, given that the GM is an LLC. I just wanted to make sure that was intentional to go the straight LP route.
Customer: replied 5 years ago.
Thank you for your input. What I am trying to do is put Global Fitness Association, LLC in the position of General Partner and then we plan to bring in 2 or 3 other persons who have many years of expertise and connections in the fitness industry come together with our LLC as Limited Partners.. We are not planning to have these 2 or 3 people contribute and money and they are not to be responsible for operating losses. More or less it is to be a profit sharing (5% each) situation in return for Global Fitness Association, LLC being able to tap into their experience and resources plus they will be touting our Global Fitness Association to their many connections. If this is not a clear explanation, maybe we can talk via the phone. I will be available tomorrow between 8 am and noon PST at (XXX) XXX-XXXX. I really appreciate all your efforts on our behalf. Jim
Expert:  J.Hazelbaker replied 5 years ago.
Jim,

Thank you for the clarification. It's in line with my understanding. Again, I think you've done a nice job. I would still consider clarifying the distinction between the LLC and the LP throughout the agreement. In addition to my previous comments, I think you have a valid, defensible document under Nevada law. I've gone through the statutes a couple times, as well as reviewed other documents and secondary sources to answer any lingering questions (e.g. voting rights). I am comfortable with what you have produced. In my opinion, it achieves your stated goals.

Please let me know if you have additional questions.
J.Hazelbaker, Attorney
Category: Business Law
Satisfied Customers: 4385
Experience: Experienced and trained in the area of business law.
J.Hazelbaker and 6 other Business Law Specialists are ready to help you
Customer: replied 5 years ago.
Thank you very muc for another good job. Jim

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