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Real Estate LLC Partnership Agreement
"I need a Real Estate LLC Partnership Agreement for a three-partner venture starting January 2025, focusing on commercial property development in Toronto, with one managing partner having 51% ownership and two silent partners splitting the remainder equally."
1. Parties: Identifies all partners/members entering into the LLC partnership agreement
2. Background: Provides context for the formation of the LLC partnership and its intended purpose in real estate operations
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC partnership formation, registered name, and principal place of business
5. Purpose and Scope: Specific real estate activities the LLC partnership will engage in
6. Term: Duration of the partnership and conditions for continuation or termination
7. Capital Contributions: Initial and ongoing capital requirements from each partner
8. Ownership Interests: Percentage ownership and equity structure of the partnership
9. Profit and Loss Allocation: Distribution of profits and allocation of losses among partners
10. Management Structure: Governance structure and management responsibilities
11. Voting Rights: Decision-making processes and voting requirements
12. Transfer of Interests: Rules regarding the transfer of ownership interests
13. Withdrawal and Dissolution: Procedures for partner withdrawal and partnership dissolution
14. Books and Records: Requirements for maintaining financial records and reports
15. Dispute Resolution: Procedures for resolving conflicts between partners
16. Governing Law: Specification of applicable Canadian provincial law
17. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability
1. Property Management: Include when the LLC will manage properties directly rather than outsource management
2. Development Projects: Include when the LLC will engage in real estate development activities
3. Foreign Investment: Include when foreign partners are involved or foreign properties are contemplated
4. Financing Arrangements: Include when specific financing structures or requirements need to be detailed
5. Insurance Requirements: Include when specific insurance policies need to be maintained
6. Environmental Compliance: Include when dealing with properties requiring environmental considerations
7. Right of First Refusal: Include when partners want pre-emptive rights on property sales or interest transfers
8. Buy-Sell Provisions: Include when partners want specific mechanisms for buying out other partners
9. Non-Compete Clauses: Include when restrictions on partners' other real estate activities are needed
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Property Schedule: List of properties owned or to be acquired by the LLC partnership
3. Schedule C - Management Structure: Detailed organizational chart and management responsibilities
4. Schedule D - Business Plan: Initial business plan and investment strategy
5. Schedule E - Fee Structure: Management fees, property acquisition fees, and other fee arrangements
6. Appendix 1 - Partner Information: Detailed information about each partner including contact details and tax information
7. Appendix 2 - Property Management Procedures: Standard operating procedures for property management
8. Appendix 3 - Financial Reporting Requirements: Templates and requirements for financial reporting
9. Appendix 4 - Voting Procedures: Detailed procedures for partner voting and decision-making
Authors
Applicable Law
Assets
Authorized Representative
Business Day
Business Plan
Capital Account
Capital Contribution
Cause
Certificate of Formation
Confidential Information
Contributing Partner
Default
Defaulting Partner
Distributable Cash
Effective Date
Encumbrance
Fair Market Value
Fiscal Year
GAAP
Governing Law
Initial Capital Contribution
Interest
Limited Liability Company
LLC Property
Managing Partner
Member
Net Income
Net Loss
Non-Contributing Partner
Operating Expenses
Ownership Interest
Partner
Partnership
Partnership Interest
Partnership Property
Percentage Interest
Person
Property Manager
Real Estate Asset
Real Property
REIT
Related Party
Required Contribution
Securities Laws
Subscription Agreement
Tax Act
Transfer
Unanimous Consent
Valuation Date
Voting Interest
Purpose
Capital Contribution
Ownership Interest
Profit and Loss Distribution
Management Rights
Voting Rights
Transfer Restrictions
Right of First Refusal
Buy-Sell
Property Management
Asset Acquisition
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Insurance
Representations and Warranties
Tax Matters
Books and Records
Financial Reporting
Banking
Environmental Compliance
Intellectual Property
Force Majeure
Dispute Resolution
Termination
Dissolution
Assignment
Amendment
Notices
Governing Law
Severability
Entire Agreement
Further Assurance
Real Estate
Property Development
Commercial Property
Residential Property
Industrial Property
Property Management
Construction
Real Estate Investment
Professional Services
Property Technology
Legal
Real Estate Operations
Investment
Finance
Compliance
Risk Management
Business Development
Asset Management
Property Management
Corporate Development
Strategy
Partnership Management
Real Estate Developer
Property Manager
Real Estate Investment Manager
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Real Estate Broker
Asset Manager
Investment Director
Operations Manager
Business Development Manager
Partnership Manager
Real Estate Analyst
Compliance Officer
Risk Manager
Portfolio Manager
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