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Public Limited Partnership

Private Limited Partnership Agreement

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Introduction
Description
Use
Table of Contents

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Introduction

A limited partnership is halfway between the partnership and the corporation. This type of partnership allows some partners, called the "Limited Partners" to enjoy limited liability without taking the form of a corporation. To achieve this goal, one of the partner, called the "General Partner", must take over the management of the business and be liable for the operating losses of the latter, if applicable. Establishing such a partnership thus requires two types of partners, namely a manager (general partner) and investors (limited partners), the latter having to refrain from any form of participation in the management of the business if they want to preserve their limited liability.

The following document provides the legal, economic, organizational and operational framework of a private limited partnership.

Description

The Limited Partnership Agreement is the legal instrument which evidences the operation in which persons, known as limited partners, agree to supply funds to a another person, known as the general partner, which the latter will use in the performance of an activity, whether commercial or otherwise, in order to generate profits.

Use

When an entrepreneur needs investor for its business, but does not wish to become burdened by the procedures and formalities related to incorporation, he may elect to operate as a limited partnership. The main advantage, for investors, of this mode of operation is that it can deduct operating losses from this business during the start-up phase up to the amount invested, while enjoying limited liability vis -à-vis the creditors of that company. Limited partnerships are common in real estate in research and development projects.

Table of Contents

PREAMBLE
0.00 INTERPRETATION
0.01 Terminology
0.01.01 Advisory Board
0.01.02 Agreement
0.01.03 Certificate
0.01.04 Contributions
0.01.05 Current Expenses
0.01.06 Declaration
0.01.07 Immovable
0.01.08 Legal Representatives
0.01.09 Ordinary Resolution
0.01.10 Partnership
0.01.11 Percentage Shares
0.01.12 Preferred Rate
0.01.13 Shares
0.01.14 Special Partner's Contribution
0.01.15 Special Partner
0.01.16 Special Resolution
0.02 Precedence
0.03 Jurisdiction
0.03.01 Governing Law
0.03.02 Presumption
0.03.03 Adaptation
0.03.04 Continuation or Rescission
0.04 Miscellaneous
0.04.01 Computation of Time
0.04.02 Cumulative Rights
0.04.03 Canadian Currency
0.04.04 Gender and Number
0.04.05 Headings
1.00 FORMATION OF THE PARTNERSHIP
1.01 The Partnership's Name
1.02 Declaration
1.03 Objective
1.04 Proxy
1.05 Capital of the Partnership
1.06 Head Office
1.07 Financial Year
2.00 THE CAPACITY AND POWERS OF THE PARTNERSHIP
2.01 Administration
2.01.01 THE GENERAL PARTNER'S Discretion
2.01.02 Description of the Tasks
2.01.03 Fees and Disbursements
2.01.04 Advances made to the Partnership
2.01.05 Advances made by the Partnership
2.01.06 Insurance
2.02 Banking Matters
2.02.01 Bank Accounts
2.02.02 Confusion Between the Accounts
2.02.03 Loans
2.02.04 The Use of the Contributions
2.03 Books, Registers, and Certificates
2.03.01 Custody
2.03.02 Capital Account
2.03.03 Access
2.03.04 Certificates
2.04 Sharing in the Profits and Losses
2.04.01 THE GENERAL PARTNER'S Share
a) In the Profits
b) In the Losses
2.04.02 THE SPECIAL PARTNERS' Share
a) In the Profits
b) In the Losses
2.04.03 Calculation
2.04.04 Distribution of the Profits
2.05 Auditors
2.06 Financial Statements
2.06.01 Rendering of Accounts
2.06.02 Authority of the Financial Statements
2.06.03 Tax Deductions
2.06.04 Production
2.07 Alienation
3.00 THE INTERNAL CAPACITY AND POWERS OF THE SPECIAL PARTNERS
3.01 General Meetings
3.01.01 Annual Meeting
3.01.02 Special Meeting
3.02 Location of Meetings
3.03 Convocation of the Meetings
3.03.01 Notice of Meeting
3.03.02 Waiver of Right to Notification
3.03.03 Incomplete Notification
3.03.04 Failure to Transmit Notice
3.04 Procedure at Meetings
3.04.01 Adjournment
3.04.02 Quorum
3.04.03 The Right to Vote
3.04.04 Exercising the Right to Vote
3.04.05 Proxies
3.04.06 Deposit of Proxies
3.04.07 Presiding Officer
3.04.08 Procedure
3.05 Advisory Board
3.05.01 Formation and Role
3.05.02 Procedure at Meetings
4.00 OBLIGATIONS OF THE GENERAL PARTNER
4.01 Loyalty and Integrity
4.02 Rendering of Accounts
4.03 Liability
4.03.01 With Regard to Third Parties
4.03.02 With Regard to SPECIAL PARTNERS
4.04 Indemnification
4.04.01 Of the SPECIAL PARTNERS
4.04.02 Of the Partnership
4.05 Conflicts of Interest
4.05.01 Declaration of THE GENERAL PARTNER
4.05.02 Services to the Partnership
4.06 Attestations
5.00 OBLIGATIONS OF THE SPECIAL PARTNERS
5.01 Contributions
5.01.01 Initial Contributions
5.01.02 Additional Contributions
5.01.03 Default of Payment
5.01.04 Transfers
5.02 Liability
5.03 Attestations
6.00 THE WITHDRAWAL OF A PARTNER
6.01 Withdrawal of THE GENERAL PARTNER
6.01.01 Resignation
6.01.02 Dismissal
6.01.03 Transition
6.01.04 Liberation and Indemnification
6.02 Withdrawal of a Special Partner
6.02.01 General Rule
6.02.02 Voluntary Withdrawal
6.02.03 Forced Withdrawal
7.00 SPECIAL PROVISIONS
8.00 GENERAL PROVISIONS
8.01 Schedules
8.02 Arbitration
8.03 Notice
8.04 Choice of Venue
8.05 Amendments
8.06 No-Waiver
9.00 EFFECTIVE DATE AND TERM OF THE CONTRACT
10.00 END OF CONTRACT
10.01 Dissolution of the Partnership
10.02 Liquidation of the Partnership
10.02.01 Liquidator
10.02.02 Functions
10.02.03 Remuneration
10.02.04 Obligations of the Liquidator
11.00 SCOPE

SCHEDULE C - DECLARATION OF LIMITED PARTNERSHIP
SCHEDULE D - SUBSCRIPTION OF SPECIAL PARTNERS
SCHEDULE E - A MODEL SHARE CERTIFICATE
SCHEDULE F - LIST OF CONTRIBUTIONS
Why use our contract forms?
Civil Law Version
Updated 14-02-2009
Québec
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