Limited Partnership Agreement
(MN LP)

Summary

This template limited partnership agreement is for use by a Minnesota limited partnership to govern the rights and obligations of the partners. This template is a general drafting aid and will require modification according to the particular circumstances and the intentions of the parties. This template includes practical guidance, drafting notes, and alternate and optional clauses. This agreement may be used in situations in which there is a general partner who will have liability for the obligations of the limited partnership as well as management discretion and limited partners who will not have management authority in the partnership but will have limited liability for the partnership's obligations. For further discussion of limited partnerships in Minnesota, see Formation and Dissolution (MN LP). For a template certificate of partnership, see Certificate of Limited Partnership (MN).