LIMITED PARTNERSHIP AGREEMENT
of
Names of partners and business name

THIS AGREEMENT OF LIMITED PARTNERSHIP (the Agreement) is made this ______ day of _________________________, by and between the persons named in Exhibit A attached hereto to form a Limited Partnership (the Partnership) under the provisions of _____________________ (State Statute) for the purposes and upon the terms and conditions hereinafter set forth.

1. Name. The name of the partnership is _____________________________, Ltd.

2. Purpose. The purpose of the partnership is to ____________________________, paying taxes, utilities and other costs relating to the operation of business of the partnership, to borrow money secured by mortgages on partnership property, and to do any and all things which may be necessary, incidental or convenient to carry on the partnership business as contemplated under this Agreement, including the making of incidental investments of cash in savings accounts or interest bearing securities. The partnership shall not engage in any business or activity unrelated to the operation or management of the partnership business without the specific written consent of all the limited partnership interests.

3. Place of Business. The principal place of business of the partnership shall be

__________________________________________________ (Location and Address),
but until then at such other substituted or additional places of business as may be designated by the General Partners. _________________________________________ (Name and Address) shall serve as the registered agent and his office at:
__________________________________________________ (Location and Address),
shall serve as the registered office of the partnership.
4. Term. The term of the partnership shall expire on ____________________ unless earlier dissolved by operation of law or pursuant to any other provision of this Agreement.

5. Capital Contributions and Interests in Assets.

(a) The General Partners have contributed to the partnership cash, services, or other valuable properties for which they shall each be issued partnership units representing in the aggregate a ______ percent interest in the assets of the partnership.

(b) The Limited Partners have each contributed to the partnership cash in the amount set forth opposite their names in Exhibit A for which they shall each be issued partnership units representing in the aggregate a _________ percent interest in the assets of the partnership.

(c) Any amounts held by the partnership and not required for the purposes of its business, including reasonable reserves for contingencies, may, in the sole discretion of the General Partners, be distributed among the Partners pursuant to the terms hereof. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contribution except in accordance with the terms of this Agreement. No Partner shall have the right to require that a distribution to him be made other than in cash.

(d) No interest shall be paid on the capital contribution of any Partner.

6. Cash Distributions, Profits and Losses.

(a) Computation of Current Distributions. Current Distributions shall be computed each calendar year and allocated as of the last day of each year. "Current Distributions" shall include cash receipts from _________________________________________ for the year and other cash funds provided from operations for the year determined by the General Partner in accordance with generally accepted accounting principles, by adding back to the net income (or loss) of the partnership those expenses not requiring current cash outlays and by excluding from the net income (or loss) any proceeds from the sale, refinancing or other disposition of the Project in whole or in part, or any other partnership property or investment, but in both cases after deducting mortgage payments representing reductions in mortgage principal balances and after deducting (or restoring) such amounts of lease payments and cash funds provided from operations for the year (or from a prior year) as are determined in the sole discretion of the General Partners to be reasonably necessary (or no longer necessary) to be expended or held as reserves for the conduct of the partnership business, including future payment of anticipated obligations and contingent liabilities of the partnership.

(b) Distribution of Current Distributions. Except as otherwise provided by this Agreement or required by law, Current Distributions shall be distributed to the Partners in the following order or priority:

1. First to the Limited Partners in the aggregate an amount equal to the applicable percentage rate times their original cash investment less any current distributions previously made under Subparagraph (2) hereof. The applicable rate for the year ______ shall be _______ percent. Thereafter, the applicable rate for any year shall increase or decrease by the same percentage as the percentage change from any year in the U.S. Department of Labor's Consumer Price Index, provided, however, that the maximum change for any year shall not exceed _______ percent. Any current distributions under this Subparagraph not paid in the year determined shall be paid in a later year before any other current distributions are made.

2. The balance, if any, _______ percent to the Limited Partners and _______ percent to the General Partners.
Current Distributions to be distributed to the General Partners as a group and to the Limited Partners as a group shall be allocated to each holder of a Unit in the same ratio that the number of Units held by such holder bears to the number of Units held by all holders of Units.

(c) Distributions at Liquidation. When the partnership liquidates or when the interest of any Partner is liquidated, the partnership shall distribute its cash and/or assets among the Partners (or to the Partner whose interest is being liquidated), in accordance with capital account balances (see Section 7(a)). In the event a Partner has a negative capital account balance at the time his interest is being liquidated or at the time the partnership is being liquidated, said Partner shall make a cash contribution to the partnership of any amount sufficient to bring his capital account to zero.

(d) Profits and Losses.

1. "Profits and Losses" shall mean, for both partnership accounting and tax purposes, the profits and losses determined for purposes of preparing the partnership's information return for federal income tax purposes, provided, however, that depreciation shall be allocated _______ percent to the Limited Partners and _______ percent to the General Partners. For tax purposes, except as specifically provided to the contrary herein, all items of gain, loss, deduction or credit shall be allocated to and among the Partners in the same percentages in which the Partners share net profits and net losses.

2. Profits and Losses for any period shall be allocated among the Partners in the following percentages: _______ percent to the Limited Partners and _______ percent to the General Partners. Profits and Losses to be allocated to the General Partners as a group and to the Limited Partners as a group pursuant to this Section shall be allocated to each holder of a Unit in the ratio that the number of Units held by such holder bears to the number of Units held by all holders of Units.
3. Profits arising from the sale or other disposition of the partnership business, in whole or in part, or any other partnership properties or investments, shall be allocated to each Partner having a negative balance in his respective capital account, in the proportions that such negative balances bear to each other, in an amount sufficient to bring his capital account to zero, and thereafter shall be allocated among the Partners as provided in Section 6(d)(2).

4. Losses arising from the sale or other disposition of the partnership business, in whole or in part, or any other partnership properties or investments, shall be allocated among the Partners as provided in Section 6(d)(2).

7. Partnership Accounts.

(a) Capital Accounts. Separate capital accounts shall be maintained for each Partner. Each Partner's capital account shall be increased by: (1) cash contributions made by him, (2) the fair market value of property contributed by him minus liabilities secured by the property assumed by the partnership, or to which the property remains subject in the partnership's hands, (3) allocations to the Partner of partnership income and gain; and shall be decreased by (4) cash distributions made to the Partner, (5) the fair market value of property distributed by the partnership to the Partner minus liabilities secured by the property assumed by the Partner, or to which the property remains subject in the Partner's hands, (6) allocations to the Partner of partnership expenditures that are
neither deductible nor capitalizable, (7) allocations to the Partner of partnership losses and deductions.

It is the intent of the Partners to meet the requirements of Treasury Regulations Section 1.704-1(b) to qualify partnership allocations as having economic effect. Accordingly, the Partners hereby agree to maintain Partner capital accounts as described above and in all respects in accordance with the requirements of said Treasury Regulations.
(b) Except as otherwise provided herein, no Limited Partner shall be required to make any future contributions to the capital of the partnership, to restore a loss charged
to his capital account as a Limited Partner, or to discharge any liability of the partnership.

(c) No Limited Partner shall be personally liable for any liabilities or obligations of the partnership or the General Partners. Any such loss shall be carried as a charge against his capital account, and his share of subsequent net profits of the partnership shall be applied to restore the capital account of such Limited Partner before any current distributions are made to him.

8. Books of Account and Reports.

(a) The General Partners, at the expense of the partnership, shall at all times keep and maintain complete and accurate books, records and accounts of the partnership, in accordance with generally accepted accounting principles and procedures applied in a consistent manner.

(b) The books, records and accounts shall be kept at the principal office of the partnership.

(c) The books shall be kept on a cash basis. The fiscal year of the partnership shall be the calendar year. The General Partners shall furnish progress reports at least annually to the Limited Partners with respect to the operation of the partnership; and shall furnish to the Limited Partners at the end of each fiscal year a balance sheet and report of the receipts, disbursements, net profits and cash flow of the partnership, and the share of the net profits and losses and cash flow of each Partner for the fiscal year, together with a schedule of unpaid liabilities. The cost of such financial reports shall be at the expense of the partnership.

(d) The funds of the partnership shall be deposited in the name of the partnership in insured accounts at financial institutions selected by the General Partners.

9. Powers, Duties, and Liabilities of General Partners.

(a) Subject to the limitations contained in Paragraph

This is only a partial veiw of this form, upon purchasing the software you will have a complete view that will be available in Microsoft Word for personalization and editing.