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Ray, Lawyer
Category: Legal
Satisfied Customers: 37643
Experience:  30 years in civil, probate, real estate, elder law
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Can you supply me with a limited partnership agreement

Customer Question

Can you supply me with a limited partnership agreement
Submitted: 5 years ago.
Category: Legal
Expert:  Ray replied 5 years ago.

RayAnswers :

Thanks for your question and good evening.Here is good limited partership agreement form as a sample .

JACUSTOMER-ma51w80g- :

Good evening

RayAnswers :

Hi were you looking for a sample agreement like one above.

JACUSTOMER-ma51w80g- :

I haven't read it yet. I have a partnership in a business that is starting to take off. I have no agreement in place

RayAnswers :

Here is some more reference to the law in here in Colorado on the limited partnership..

RayAnswers :

More information for you on limited partnership.

RayAnswers :

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RayAnswers :

More law here for Colorado.

RayAnswers :

A limited partnership is a partnership formed by two or more persons, in which at least one of the partners is a general partner and at least one of the partners is a limited partner. The Colorado statute provides that the general partners in a limited partnership have the same rights and responsibilities as general partners in a general partnership. As a result, the amendments to the Colorado Uniform Partnership Act (which are described above in the discussion regarding general partnerships) also have an impact on Colorado limited partnerships. In other words, it is now possible to have a limited partnership in which certain of the general partners do not have the ability to participate in management decisions relating to the business of the partnership or to enter into binding agreements on behalf of the partnership. It is also possible to structure a limited partnership in such a way that the death or withdrawal of one of the general partners does not cause the partnership to be dissolved.

Under the current Colorado statute, limited partners are protected from liability for the debts and obligations of the partnership as long as they do not participate in control of the business of the partnership. Likewise, under current law limited partners may lose their limited liability protection if they participate in management in a manner which is inconsistent with their limited partner status. However, it is very possible that this aspect of Colorado law will be changed at some point in the future. Although it has not yet been adopted in Colorado, under the Uniform Limited Partnership Act (2001) a limited partner is no longer statutorily constrained from participating in the management of the organization.

Limited partnerships are formed by filing a certificate of limited partnership with the secretary of state. They are typically used for business enterprises, such as real estate syndications, in which one or more of the owners desires to be a passive investor, and one or more of the owners desires to promote and organize the business opportunity and to have exclusive management authority. In addition, family limited partnerships have become a popular vehicle to be used for estate planning and asset protection planning.

The advantage of a limited partnership, from the standpoint of a limited partner, is the limited liability protection which the entity affords. The disadvantage is that in order to obtain the limited liability protection, limited partners must refrain from participating in control of the business. The advantages and disadvantages from the standpoint of the general partner are just the opposite. The general partner has sole responsibility for management of the partnership business, but in order to obtain that management authority, must accept personal liability for partnership debts and obligations. In situations in which a limited partnership seems to be the appropriate form of business organization but the prospective general partner(s) are unwilling to accept personal liability for partnership debts and obligations, the solution may be a limited liability limited partnership.

Limited Liability Limited Partnership. A limited liability limited partnership (LLLP) is a limited partnership which registers with the secretary of state as an LLLP. The effect of registration is to limit the vicarious liability of the general partners in the same fashion that registration as an LLP limits the liability of the general partners of a general partnership.

The process of registration as an LLLP is the same simple process as the process for registration as an LLP. The factors to consider in determining whether registration is appropriate include the impact which registration may have on the perceptions of the limited partners concerning the proper role of the general partners, and in partnerships in which there is more than one general partner, the interrelationship between the general partners with respect to their willingness and ability to contribute additional capital to the partnership when considered necessary for the furtherance of the partnership business.

Expert:  Ray replied 5 years ago.
Thanks for letting me help you and get you the information that you need.

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