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Partnership / LP Agreement review

General partnership / limited-partnership agreement under RUPA and DRULPA.

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What it checks

Identification of partners and partnership type

Partnership agreement must identify the partners and the type of partnership (general / limited / LLP).

Critical · GOV-061

Contributions and capital accounts

Partnership agreement should address contributions and capital-account maintenance.

Critical · GOV-062

Profit and loss allocations

Partnership agreement must allocate profits and losses (IRC § 704(b)).

Critical · GOV-063

Management authority — general partner / partners

Partnership agreement should set out management authority.

Critical · GOV-064

LP limited liability acknowledgment (DRULPA § 17-303)

Limited partners are not liable for partnership obligations unless they participate in control.

Critical · GOV-065

Transfers of partnership interests

Partnership agreement should restrict transfers (RUPA § 502; DRULPA § 17-702).

Critical · GOV-066

Dissolution events

Partnership agreement should enumerate dissolution events (RUPA § 801; DRULPA § 17-801).

Critical · GOV-067

Indemnification of general partner

GP indemnification under DRULPA § 17-108 should be addressed.

Warning · GOV-068

Tax matters / partnership representative

BBA partnership-audit rules require designation of a Partnership Representative (IRC § 6223).

Warning · GOV-069

Implied covenant cannot be eliminated (DRULPA § 17-1101(d))

DRULPA § 17-1101(d) prohibits elimination of the implied covenant of good faith and fair dealing.

Critical · GOV-070

Every run also applies 121 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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