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Sample Limited Partnership Agreement
Limited Partnership Agreement
THIS LIMITED PARTNERSHIP AGREEMENT (this "Partnership Agreement") is made
this ^ day of ^, 19^ by and among ^ABC Associates, an Illinois general partnership (the
"General Partner"), and the other persons (the "Initial Limited Partners") who are identified
on and have executed the signature pages to this Partnership Agreement.
The General Partner and the Initial Limited Partners wish to enter into and form a
limited partnership (the "Partnership") under the Illinois Revised Uniform Limited Partnership
Act (the "Illinois RULPA") to acquire a certain parcel of land located at ^, ^, ^ County, Illinois
(the "Property"), to construct thereon a parking lot or other suitable facility, and to hold and
lease or operate the Property and such facility for income-producing purposes and possible
future redevelopment or sale, all in accordance with the terms of this Partnership Agreement.
NOW THEREFORE, in consideration of the premises and the mutual promises and
covenants herein contained, it is agreed that:
1. Formation.
The parties hereto hereby enter into and form a limited partnership (the "Partnership")
under the Illinois RULPA. The rights and obligations of the Partners (defined in Section 19)
shall be as stated in the Illinois RULPA except as otherwise provided herein.
2. Name.
The name of the Partnership shall be "^ABC Land Associates Limited Partnership."
3. Principal Office.
The principal office of the Partnership shall be located at ^, ^, Illinois ^ or such other
location as the General Partner may determine. The Partnership may have such additional
offices as the General Partner may in its discretion deem necessary or advisable.
4. Purpose.
The principal business of the Partnership is to undertake and perform the activities
described in the Recital to this Partnership Agreement and to engage in any and all activities
that may be related or incidental thereto. The Partnership shall not engage in any other
business or activity.
5. Filing of Original Certificate.
As promptly as practicable after the date of this Partnership Agreement the General
Partner shall file an original certificate of limited partnership of the Partnership in the office of
the Secretary of State of Illinois in accordance with Section 201 of the Illinois RULPA.
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Sample Limited Partnership Agreement