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Partnership Agreement Form Page 6
11.01 ELECTIONS. The Partnership shall elect as a fiscal year the calendar year
and shall elect to be taxed on such method of accounting as the General Partner
shall determine. The Partnership shall not elect to be taxed other than as a
11.02 BOOKS. The Partnership shall be kept at the General Partners office in
__(CITY/STATE)__. The Limited Partner shall, at all reasonable times during
regular business hours, have access to such books for the purpose of inspecting
and copying them. The accounts shall readily disclose all items which each
Partner is required to take into account separately for income tax purposes. As to
the matter of accounting not provided for in this Agreement, generally accepted
accounting principles shall govern.
11.03 BANK ACCOUNTS. The Partnership shall maintain separate accounts in
its name in one or more banks and the cash funds of the Partnership shall be
kept in such accounts as determined by the General Partner.
12.01 PARTICIPATION IN MANAGEMENT. The Limited Partner shall not have
the right, power, or authority to participate in the ordinary and routine
management of Partnership affairs or to bind the Partnership in any manner.
12.02 LIMITED LIABILITY. The Limited Partner shall not be liable for losses,
debts, or obligations of the Partnership in excess of his Capital Contribution.
12.03 RIGHTS TO ENGAGE IN OTHER VENTURES. The Limited Partner (or
any other officer, director, shareholder or other person holding a legal or
beneficial interest in any Limited Partner) shall not be prohibited from or
restricted in engaging in or possession of an interest in any other business
venture of like or similar nature.
12.04 SPECIFIC RIGHTS. The Limited Partner shall have the same rights as the
General Partner to:
(a) have the Partnership books kept at the principal place of business of the Partnership
and a formal accounting of Partnership affairs whenever circumstances render it
justifiable and reasonable;
(b) have on demand true and full information of all things affecting the Partnership and a
formal accounting of Partnership affairs whenever circumstances render it justifiable and
12.05 LIMITS OF TRANSFERABILITY. The interest of the Limited Partner may
not be transferred without the express written approval of the General Partner.
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